AVG LOGISTICS LIMITED

Transcription

1 DRAFT RED HERRING PROSPECTUS February 23, 2018 Please see section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Built Issue AVG LOGISTICS A STEP AHEAD AVG LOGISTICS LIMITED Our Company was originally incorporated as a private limited company, at Delhi, India under the erstwhile Companies Act, 1956 in the name of AVG Logistics Private Limited by way of Certificate of Incorporation dated January 25, Further, pursuant to conversion of our Company to a public limited company, a fresh certificate of incorporation was issued by Registrar of Companies, Delhi on February 21, For details of changes in name and registered offices of our Company, please refer to the section titled History and Certain Corporate matters beginning on page 105 of this Draft Red Herring Prospectus. Registered Office: Shop No. 25, DDA Market, Savita Vihar, Delhi , India. Telephone: Corporate Office: 102, 1 st Floor (above State Bank of India), Jhilmil Metro Station Complex, Delhi , India. Telephone: ; Facsimile: Contact Person: Ms. Parul Jain, Company Secretary & Compliance Officer; Website: Corporate Identity Number: U60200DL2010PLC PROMOTERS OF OUR COMPANY: MR. SANJAY GUPTA; MS. ASHA GUPTA AND MS. NITI GUPTA INITIAL PUBLIC ISSUE OF UPTO 30,90,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH ( EQUITY SHARES ) OF AVG LOGISTICS LIMITED (THE COMPANY OR THE ISSUER ) FOR CASH AT A PRICE OF RS. [ ]/- PER EQUITY SHARE, INCLUDING A SHARE PREMIUM OF RS. [ ]/- PER EQUITY SHARE (THE ISSUE PRICE ), AGGREGATING RS. [ ] LAKHS ( THE ISSUE ), OF WHICH 1,54,800 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [ ]- PER EQUITY SHARE, AGGREGATING RS. [ ] LAKHS WILL BE RESERVED FOR THE MARKET MAKER TO THE ISSUE (THE MARKET MAKER RESERVATION PORTION ). THE PUBLIC ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. NET ISSUE TO PUBLIC WILL BE 29,35,200 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [ ]/- PER EQUITY SHARE, AGGREGATING RS. [ ] LAKHS IS HEREINAFTER REFERED TO AS THE NET ISSUE. THE PUBLIC ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.01% AND 28.50% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER ( BRLM ) AND WILL BE ADVERTISED IN [ ] EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER [ ],[ ] EDITIONS OF THE HINDI NATIONAL NEWSPAPER [ ] AND [ ] EDITIONS OF THE REGIONAL NEWSPAPER [ ], EACH WITH WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO THE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED ( NSE EMERGE, REFERRED TO AS THE STOCK EXCHANGE ) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITE. In case of any revisions in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the website of the BRLM and the terminals of the Syndicate Member(s). In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR ) the Offer is being made for at least 25% of the post-offer paid-up Equity Share capital of our Company. The Offer is being made through the Book Building Process, in compliance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended the ( SEBI ICDR Regulations ) wherein 49.96% of the Net Offer will be allocated on a proportionate basis to Qualified Institutional Buyers ( QIBs )(the QIB Category ). Further, 5% of the QIB Category shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to QIBs including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further, not less than 15% of the Net Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All investors shall participate in this Offer mandatorily through the Applications Supported by Blocked Amount ( ASBA ) process by providing details of their respective bank accounts which will be blocked by SCSBs. For details, see Issue Procedure on page 179 of this Draft Red Herring Prospectus. THE OFFER IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME ( SEBI (ICDR) REGULATIONS ) READ WITH RULE 19(2)(b)(i) OF SECURITIES CONTRACT (REGULATION) ACT, 1957 ( SCRR ). FOR FURTHER DETAILS PLEASE REFER THE SECTION TITLED ISSUE INFORMATION BEGINNING ON PAGE 167 OF THIS DRAFT RED HERRING PROSPECTUS All potential investors may participate in the Issue through an Application Supported by Blocked Amount ("ASBA") process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks ("SCSBs") for the same. For details in this regard, specific attention is invited to section titled "Issue Procedure" beginning on page 179 of this Draft Red Herring Prospectus. THE FACE VALUE OF THE EQUITY SHARES IS Rs.10 EACH AND THE ISSUE PRICE IS [ ] TIMES OF THE FACE VALUE. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs.10. The Floor Price is [ ] times the face value. The Issue Price (as determined by our Company, in consultation with the BRLM, and as stated in the section titled "Basis for Issue Price" beginning on page 75 of this Draft Red Herring Prospectus, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investment in equity and equity related securities involves a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled "Risk Factors" beginning on page 17 of this Draft Red Herring Prospectus. ISSUER S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of this Issue; that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held; and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through the Draft Red Herring Prospectus are proposed to be listed on the EMERGE Platform of NSE. In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended, we are not required to obtain an in-principal listing approval for the shares being issued in this Issue. However, our Company has received an approval letter dated [ ] from NSE for using its name in this Issue Document for listing of our shares on the EMERGE Platform of NSE. For the purpose of this Issue, the designated Stock Exchange will be the National Stock Exchange of India Limited ("NSE"). BRLM REGISTRAR TO THE ISSUE SYSTEMATIX CORPORATE SERVICES LIMITED A/ , The Capital, Plot No. C 70, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai , Maharashtra. Tel: ; Fax: Website: Contact Person: Mr. Amit Kumar SEBI Registration No: INM Validity of Registration: Permanent BID/ISSUE OPENS ON: [ ] LINKINTIME INDIA PRIVATE LIMITED C-101, 247 Park, L B S Marg, Vikhroli West, Mumbai , Maharashtra. Tel: ; Fax: Website: Contact Person: Ms. Shanti Gopalkrishnan SEBI Registration Number: INR Validity of Registration: Permanent ISSUE PROGRAMME BID/ ISSUE CLOSES ON: [ ]

4 SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Red Herring Prospectus uses certain definitions and abbreviation which, unless the context otherwise indicates or implies, shall have the respective meanings given below. References to statutes, regulations, rules, guidelines and policies will be deemed to include all amendments and modifications thereto. As on date of this Draft Red Herring Prospectus, our Company does not have any subsidiaries. Consequently, all references to "our Company", "the Issuer", "we", "our", "us" or "AVG" is to AVG Logistics Limited, a company incorporated under the previous Companies Act, 1956 and having its Registered Office at Shop No. 25, DDA Market, Savita Vihar, Delhi , India and Corporate Office at 102, 1 st Floor (above State Bank of India), Jhilmil Metro Station Complex, Delhi , India. The words and expression used in this Draft Red Herring Prospectus, but not defined herein, shall have the same meaning ascribed to such terms under the SEBI (ICDR) Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and regulations made thereunder as the case may be. Notwithstanding the foregoing, the terms not defined but used in the sections titled "Statement of Tax Benefits"; "Financial Information"; "Outstanding Litigation and Material Developments"; and "Main Provisions of Articles of Association" beginning on pages 77, 133, 148 and 221 respectively, shall have the meanings ascribed to such terms in these respective sections. Company related terms Term Articles/ Articles of Association/ AoA Audit Committee Auditor/ Statutory Auditor /Peer Review Auditor Board of Directors/ our Board Corporate Office Director(s) Equity Listing Agreement/ Listing Agreement Equity Shares Group Companies/ Entities Key Managerial Personnel/ KMP Materiality Policy Memorandum/ Memorandum of Association/ MoA Nomination and Remuneration Description The articles of association of our Company, as amended Audit committee of our Company constituted in accordance with Regulation 18 of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013 Statutory and Peer Review Auditor of our Company being, M/s. Prakash K Prakash, Chartered Accountants. The board of directors of our Company, as duly constituted from time to time The Corporate Office of our Company located at 102, 1 st Floor (above State Bank of India), Jhilmil Metro Station Complex, Delhi , India. The director(s) on our Board, unless otherwise specified. For further details of our Directors, please refer to section titled "Our Management" beginning on page 114 of this Draft Red Herring Prospectus. The equity listing agreement to be entered into by our Company with the Stock Exchanges The equity shares of our Company of face value of Rs.10 each The companies included under the definition of "Group Companies of our Company" under the SEBI (ICDR) Regulations and identified by the Company in its Materiality Policy. For further details, please refer to section titled "Group Companies of our Company" beginning on page 129of this Draft Red Herring Prospectus. The key management personnel of our Company in terms of the SEBI (ICDR) Regulations and the Companies Act disclosed in section titled "Our Management" beginning on page 114of this Draft Red Herring Prospectus. The policy on identification of group companies, material creditors and material litigation, adopted by our Board on February 01, 2018, in accordance with the requirements of the SEBI (ICDR) Regulations. The memorandum of association of our Company, as amended Nomination and remuneration committee of our Company constituted in accordance with Regulation 19 of the SEBI Listing Regulations and Companies Act,

5 Committee Promoter Group Registered Office RoC/ Registrar of Companies Restated Financial Information Stakeholders Relationship Committee Subsidiary of our Company Includes such persons and entities constituting the promoter group of our Company in terms of Regulation 2(1)(zb) of the SEBI (ICDR) Regulations and as disclosed under section titled "Our Promoters and Promoter Group" beginning on page 126 of this Draft Red Herring Prospectus. The registered office of our Company located at Shop No. 25, DDA Market, Savita Vihar, Delhi , India. The Registrar of Companies, Delhi and Haryana situated at 4 th Floor, IFCI Tower, 61, Nehru Place, New Delhi , India. The restated financial information of our Company which comprises of the restated balance sheet, the restated standalone profit and loss and the restated cash flow information for 6 (six) months period ended September 30, 2017 and financial years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 together with the annexures and notes thereto, which have been prepared in accordance with the Companies Act and restated in accordance with the SEBI (ICDR) Regulations. Stakeholder s relationship committee of our Company constituted in accordance with Regulation 20 of the SEBI Listing Regulations and Companies Act, 2013 Our Company does not have any subsidiary as on the date of this Draft Red Herring Prospectus. Issue related terms Term Acknowledgement Slip Allotment/ Allot/ Allotted Allottee(s) Allotment Advice ASBA / Application Supported by Blocked Amount Application Supported by Blocked Amount Form/ASBA Form ASBA Account ASBA form Banker(s) to the Issue Basis of Allotment Bid Bid Amount Description The slip or document issued by the Designated Intermediary to a Bidder as proof of registration of the Bid. Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Issue to the successful Bidders Successful Bidders(s) to whom Equity Shares have been allotted/transferred. Note or advice or intimation of Allotment sent to the successful Bidders who have been or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange. An application, whether physical or electronic, used by Bidders, to make a Bid authorising an SCSB to block the Bid Amount in the ASBA Account An application from, whether physical or electronic, used by ASBA Bidders/Applicants, which will be considered as the application for Allotment in terms of the Draft Red Herring Prospectus. An account maintained with an SCSB and specified in the Bid-cum-Application Form submitted by Bidders for blocking the Bid Amount mentioned in the Bid-cum- Application Form An application form, whether physical or electronic, used by Bidders which will be considered as the application for Allotment in terms of this Draft Red Herring Prospectus. The banks which are clearing members and registered with SEBI as Banker to an Issue with whom the Public Issue Account will be opened and in this case being ICICI Bank Limited The basis on which Equity Shares will be Allotted to the successful Bidders under the Issue and which is described under section titled "Issue Procedure" beginning on page 179 of this Draft Red Herring Prospectus. An indication to make an Issue during the Bid/Issue Period by a Bidder pursuant to submission of the Bid-cum-Application Form, to subscribe to or purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto as permitted under the SEBI (ICDR) Regulations in accordance with the Draft Red Herring Prospectus and Bid-cum-Application Form The highest value of optional Bids indicated in the Bid-cum-Application Form and in the case of Retail Individual Bidders Bidding at Cut Off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such Retail Individual Bidder 3

6 Term Bid/ Issue Closing Date Description and mentioned in the Bid-cum-Application Form and payable by the Retail Individual Bidder or blocked in the ASBA Account upon submission of the Bid in the Issue The date after which the Syndicate, the Designated Branches and the Registered Brokers will not accept any Bids, which shall be notified in all editions of the English national newspaper [ ], all editions of the Hindi national newspaper [ ] and in the regional newspaper [ ], each with wide circulation and in case of any revision, the extended Bid/Issue Closing Date shall also be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI (ICDR) Regulations Bid/ Issue Opening Date The date on which the Syndicate, the Designated Branches and the Registered Brokers shall start accepting Bids, which shall be notified in all editions of the English national newspaper [ ], all editions of the Hindi national newspaper [ ] and in the regional newspaper [ ], each with wide circulation and in case of any revision, each with wide circulation, and in case of any revision, the extended Bid/Issue Opening Date also to be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI (ICDR) Regulations. Bid/ Issue Period Bid-cum-Application form Bidder(s) Bidding Bidding Centres Bid Lot Book Building Process Book Running Lead Manager or BRLM Broker Centres Business Day CAN or Confirmation of Allocation Note Cap Price Client ID Collecting Depository Participant or CDPs Cut-off Price The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date, inclusive of both days, during which Bidders can submit their Bids, including any revisions thereof. The form used by a Bidder, to make a Bid and which will be considered as the application for Allotment in terms of the Draft Red Herring Prospectus Any prospective investor who makes a Bid/Application pursuant to the terms of the DRHP/RHP/Prospectus and the Bid-cum-Application Form. In case of issues undertaken through the fixed price process, all references to a Bidder/Applicants should be construed to mean an Applicant The process of making a Bid. Centres for acceptance of the Bid-cum-Application Forms and Revision Forms which shall include Broker Centres. [ ] Book building process, as provided in Schedule XI of the SEBI (ICDR) Regulations, in terms of which the Issue is being made The BRLM to the Issue is Systematix Corporate Services Limited. Broker centres notified by the Stock Exchanges, where the Bidders can submit the Bid-cum-Application forms to a Registered Broker. The details of such broker centres, along with the names and contact details of the Registered Brokers, are available on the website of NSE India Limited. Monday to Saturday (except 2nd & 4th Saturday of a month and public holidays) The note or advice or intimation sent to each successful Bidder indicating the Equity Shares which will be Allotted/ transferred, after approval of Basis of Allotment by the Designated Stock Exchange. The higher end of the Price Band, above which the Issue Price will not be finalised and above which no Bids will be accepted Client Identification Number maintained with one of the Depositories in relation to demat account. A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI Issue Price, which shall be any price within the Price Band finalised by our Company in consultation with the BRLM. Controlling Branch/Designated Branch Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price. Such branch of the SCSBs which coordinate Applications under this Issue by the ASBA Applicants with the Registrar to the Issue and the Stock Exchanges and a list of which is available at or at such other website as may be prescribed by SEBI from time to time 4

7 Term Depositories Demographic Details Designated Branches Designated CDP Locations Designated Date Designated Intermediary(ies) Designated RTA Locations Designated Stock Exchange Draft Red Herring Prospectus or DRHP Employees Equity Shares FCNR Account First/sole Bidder FII(s) Floor Price FPIs Issue Issue Agreement Issuer/Company Issue Price Description Depositories registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended from time to time, being NSDL and CDSL The demographic details of the Bidders such as their address, PAN, occupation and bank account details Such branches of the SCSBs which may collect the Bid-cum-Application Forms used by Bidders/Applicants (excluding Anchor Investor) and a list of which is available on Such locations of the CDPs where Bidders can submit the Bid-cum-Application Forms to Collecting Depository Participants. The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept Bid-cum-Application Forms are available on the website of the Stock Exchanges ( and updated from time to time The date on which the Collection Banks transfer funds from the public issue Accounts, and the SCSBs issue instructions for transfer of funds from the ASBA Accounts, to the Public Issue Account or the Refund Account, as appropriate, in terms of the Red Herring Prospectus following which the Board of Directors may Allot Equity Shares to successful Bidders in the Issue may give delivery instructions for the transfer of the Issued Shares. Syndicate, Sub-Syndicate Members/agents, SCSBs, Registered Brokers, CDPs and RTAs, who are authorized to collect ASBA Forms from the Bidders, in relation to the Issue Such centres of the RTAs where Bidder can submit the Bud cum Application Forms. The details of such Designated RTA Locations, along with the names and contact details of the RTAs are available on the respective websites of the Stock Exchange ( and updated from time to time National Stock Exchange of India Limited This Draft Red Herring Prospectus dated February 23, 2018 issued in accordance with the SEBI (ICDR) Regulations, which does not contain complete particulars of the price at which the Equity Shares will be Allotted and the size of the Issue Employees of an Issuer as defined under SEBI (ICDR) Regulations and including, in case of a new company, persons in the permanent and full-time employment of the promoting companies excluding the promoters and immediate relatives of the promoters. For further details, Bidder/Applicant may refer to the Draft Red Herring Prospectus. Equity Shares of the Issuer Foreign Currency Non-Resident Account Bidder whose name shall be mentioned in the Bid-cum-Application Form or the Revision Form and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in joint names Foreign Institutional Investors as defined under the SEBI (Foreign Institutional Investors) Regulations, 1995 and registered with SEBI under applicable laws in India The lower end of the Price Band, subject to any revision thereto, at or above which the Issue Price will be finalised and below which no Bids will be accepted Foreign Portfolio Investors as defined under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 The initial public offer of upto 30,90,000 Equity Shares of face value of Rs.10 each for cash at a price of Rs.[ ] each, aggregating up to Rs.[ ] The agreement dated February 21, 2018 between our Company and the BRLM, pursuant to which certain arrangements are agreed to in relation to the Issue. The Issuer i.e. AVG Logistics Limited proposing the initial public offering/further public offering as applicable The final price at which Equity Shares will be Allotted in terms of the Red Herring Prospectus. The Issue Price will be decided by our Company in consultation with the BRLM on the Pricing Date in accordance with the Book-Building Process and the Red Herring Prospectus 5

8 Term Description General Information The General Information Document for investing in public issues prepared and Document/GID issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI and included in Issue Procedure beginning on page 179of this Draft Red Herring Prospectus Listing Agreement The Equity Listing Agreement to be signed between our Company and the National Stock Exchange of India Limited Market Making Systematix Shares & Stocks (India) Limited Market Making Market Making Agreement dated February 21, 2018 between our Company, Book Agreement Running Lead Manager and Market Maker. Market Maker The Reserved Portion of 1,54,800 Equity Shares of face value of Rs.10 each fully Reservation Portion paid for cash at a price of Rs. [ ] per Equity Share aggregating Rs. [ ] Lakhs for the Market Maker in this Issue. Maximum RII Allottees The maximum number of RIIs who can be Allotted the minimum Bid Lot. This is computed by dividing the total number of Equity Shares available for Allotment to RIIs by the minimum Bid Lot MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque leaf Mutual Fund(s) A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time Mutual Funds Portion 5% of the QIB Category (excluding the Anchor Investor Portion) available for allocation to Mutual Funds only, being such number of equity shares as disclosed in the DRHP/RHP/Prospectus and Bid-cum-Application Form NRE Account Non-Resident External Account NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the DRHP/RHP/Prospectus constitutes an invitation to subscribe to or purchase the Equity Shares NRO Account Non-Resident Ordinary Account Net Issue The Issue less reservation portion Non-Institutional All Bidders/Applicants, including sub accounts of FIIs registered with SEBI which Investors or NIIs are foreign corporates or foreign individuals and FPIs which are Category III foreign portfolio investors, that are not QIBs or RIBs and who have Bid for Equity Shares for an amount of more than Rs. 200,000 (but not including NRIs other than Eligible NRIs) Non-Institutional The portion of the Issue being such number of Equity Shares available for allocation Category to NIIs on a proportionate basis and as disclosed in the DRHP/RHP/Prospectus and the Bid-cum-Application Form Non-Resident A person resident outside India, as defined under FEMA and includes FIIs and FPIs OCB/Overseas A company, partnership, society or other corporate body owned directly or indirectly Corporate Body to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under FEMA PAN Permanent Account Number allotted under the Income Tax Act, 1961 Price Band Price band of a minimum price of Rs. [ ] per Equity Share (Floor Price) and the maximum price of Rs.[ ] per Equity Share (Cap Price) including revisions thereof. Pricing date Prospectus Public Issue Account The Price Band and the minimum Bid Lot size for the Issue will be decided by our Company in consultation with the BRLM and will be advertised at least five Working Days prior to the Bid/Issue Opening Date, all editions of the English national newspaper [ ], all editions of the Hindi national newspaper [ ] and in the regional newspaper [ ], each with wide circulation The date on which our Company in consultation with the BRLM, will finalise the Issue Price The Prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of the Companies Act, 2013, and the SEBI (ICDR) Regulations containing, inter alia, the Issue Price, the size of the Issue and certain other information Account opened with the Banker to the Issue i.e. ICICI Bank Limited under Section 40 of the Companies Act, 2013 to receive monies from the SCSBs from the bank 6

9 Term Qualified Institutional Buyers or QIBs Red Herring Prospectus or RHP Refund Account(s) Refund Bank(s) / Refund Banker(s) Refund through electronic transfer of funds Registrar and Share Transfer Agents or RTAs Registered Broker Registrar /Registrar to the Issue Registrar Agreement Registrar and Share Transfer Agents or RTAs Resident Indian Retail Individual Bidder(s)/Retail Individual Investor(s)/RII(s)/RIB(s) Reserved Category / Categories Revision Form Reservation Portion SCSB/ Self Certified Syndicate Banker Specified Locations Stock Exchanges / SE Description accounts of the bidders on the Designated Date. Qualified Institutional Buyers as defined under Regulation 2(1)(zd) of the SEBI (ICDR) Regulations, The Red Herring Prospectus to be issued in accordance with Section 32 of the Companies Act, 2013, and the provisions of the SEBI (ICDR) Regulations, which will not have complete particulars of the price at which the Equity Shares will be offered and the size of the Issue, including any addenda or corrigenda thereto. The Red Herring Prospectus will be registered with the RoC at least three days before the Bid/Issue Opening Date and will become the Prospectus upon filing with the RoC on or after the Pricing Date The account opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Bid Amount (excluding refund to Bidders) shall be made. Bank which is / are clearing member(s) and registered with the SEBI as Bankers to the Issue at which the Refund Account will be opened, in this case being ICICI Bank Limited Refunds through NECS, direct credit, RTGS or NEFT, as applicable Registrar and share transfer agents registered with SEBI and eligible to procure Applications at the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI Individuals or companies registered with SEBI as "Trading Members" (except Syndicate/Sub-Syndicate Members) who hold valid membership of NSE having right to trade in stocks listed on Stock Exchanges, through which investors can buy or sell securities listed on stock exchanges, a list of which is available on Registrar to the Issue, in this case being LinkIntime India Private Limited having registered office at C-101, 247 Park, L B S Marg, Vikhroli West, Mumbai , Maharashtra, India. The agreement dated February 21, 2018, entered by our Company and the Registrar to the Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue Registrar and share transfer agents registered with SEBI and eligible to procure Applications at the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI A person resident in India, as defined under FEMA Individual Bidders, or minors applying through their natural guardians, including HUFs (applying through their Karta), who apply for an amount less than or equal to Rs. 2,00,000 Categories of persons eligible for making Bids under reservation portion. Form used by the Bidders, to modify the quantity of the Equity Shares or the Bid Amount in any of their Bid-cum-Application Forms or any previous Revision Form(s) The portion of the Issue reserved for category of eligible Bidders as provided under the SEBI (ICDR) Regulations. shall mean a Banker to an Issue registered under SEBI (Bankers to an Issue) Regulations, 1994, as amended from time to time, and which offer the service of making Bids/Application/s Supported by Blocked Amount including blocking of bank account and a list of which is available on Intermediaries or at such other website as may be prescribed by SEBI from time to time Bidding centres where the Syndicate shall accept Bid-cum-Application Forms from Bidders, a list of which is available on the website of SEBI ( and updated from time to time The stock exchanges as disclosed in the DRHP/RHP/Prospectus of the Issuer where 7

10 Term Syndicate or Members of the Syndicate Syndicate Agreement Syndicate Members Underwriters Underwriting Agreement Working Day Description the Equity Shares Allotted pursuant to the Issue are proposed to be listed The BRLM and the Syndicate Members Agreement dated [ ] entered into amongst the BRLM, the Syndicate Members, our Company in relation to the procurement of Bid-cum-Application Forms by Syndicate Intermediaries registered with SEBI who are permitted to carry out activities as an underwriter, namely, Systematix Shares & Stocks (India) Limited. Systematix Corporate Services Limited The agreement dated February 21, 2018 entered into between the Underwriter and our Company shall mean all days, other than second and fourth Saturday of the month, Sunday or a public holiday, on which commercial banks in Mumbai are open for business; provided however, with reference to the time period between (a) announcement of Price Band; and (b) Bid/Issue Period, "Working Day" shall mean all days, excluding all Saturdays, Sundays or a public holiday, on which commercial banks in Mumbai are open for business; and with reference to the time period between the Bid/Issue Closing Date and the listing of the Equity Shares on the Stock Exchanges, "Working Day" shall mean all trading days of Stock Exchanges, excluding Sundays and bank holidays. Technical/Industry Related Terms/Abbreviations Term AE AFS AMRUT BoP CAD CAGR CBIC CFS CPI EDI EMDE FCI FDI FIPB FMCG FSSAI FTL GPS GST GVA H1 H2 IBA IBC ICD IFTRT IIP IMF IT LFOs LPI LTL MFOs MMLPs Description Advance Estimates Air Freight Station Atal Mission for Rejuvenation and Urban Transformation Balance of Payment Current Account Deficit Compound Annual Growth Rate Central Board of Excise and Custom Container Freight Station Communist Party of India Electronic Data Interchange Emerging Market &Developing Economies Food Corporation of India Foreign Direct Investment Foreign Investment Promotion Board Fast Moving Consumer Goods Food Safety and Standards Authority of India Full Truck Load Global Positioning System Goods and Services Tax Gross Value of Added First Half Second Half Indian Banks Association Intermediate Bulk Container Inland Container Depot Indian Foundation of Transport Research and Training Index of Industrial Production International Monetary Fund Information Technology Large Fleet Operators Logistics Performance Index Less Than Truckload Medium Fleet Operators Multi-Modal Logistic Parks 8

11 Term MSP NBFC(s) OMO PSB PSUs Q(s) RBI s Reefer Trucks RFID SCK SEDEX SFOs SWCs US USD WDRA E2E 2PL 3PL 4PL Description Minimum Support Price Non Banking Finance Company(ies) Open Market Operations Public Sector Bank Public Sector Undertaking Quarter(s) Reserve Bank of India Refrigerated Trucks Radio-Frequency Identification Smart City Kochi Supplier Ethical Data Exchange Small Fleet Operators State Warehousing Corporations United States US Dollar Warehousing Development and Regulatory Authority End to End Second-party Logistics Third- party Logistics Fourth- party Logistics Conventional and General Terms Term Description AIF(s) The alternative investment funds, as defined in, and registered with SEBI under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 Category I foreign FPIs who are registered as "Category I foreign portfolio investor" under the SEBI portfolio investor(s) FPI Regulations Category II foreign FPIs who are registered as "Category II foreign portfolio investor" under the SEBI portfolio investor(s) FPI Regulations Category III foreign FPIs who are registered as "Category III foreign portfolio investor" under the SEBI portfolio investor(s) FPI Regulations Client ID The client identification number maintained with one of the Depositories in relation to demat account Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon notification of the sections of the Companies Act, 2013) along with the relevant rules made thereunder Companies Act/ Companies Act, 2013, to the extent in force pursuant to the notification of sections Companies Act, 2013 of the Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars and notifications made thereunder Competition Act The Competition Act, 2002 Consolidated FDI Policy Consolidated FDI Policy (Circular 1 of 2015) dated May 12, 2015 issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, and any modifications thereto or substitutions thereof, issued from time to time. CST Act Central Sales Tax Act, 1956 Demographic Details Details of the Bidders including the Bidder s address, name of the Bidder s father/ husband, investor status, occupation and bank account details Depository A depository registered with SEBI under the Depositories Act, 1996 Depository Participant/ A depository participant registered with SEBI under the Depositories Act DP Depositories NSDL and CDSL Depositories Act The Depositories Act, 1996 DP/ Depository A depository participant as defined under the Depositories Act Participant FCNR Account Foreign currency non-resident account 9

12 Term Description FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations. Financial Year/ Fiscal/ Fiscal Year/ F.Y. Period of twelve (12) months ended March 31 of that particular year, unless otherwise stated Foreign Portfolio Investor or FPI Foreign Portfolio Investors, as defined under the SEBI FPI Regulations and registered with SEBI under applicable laws in India. FVCI Foreign Venture Capital Investor, registered under the FVCI Regulations FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended IT Act The Income Tax Act, 1961, as amended IT Rules The Income Tax Rules, 1962, as amended Indian GAAP Generally Accepted Accounting Principles in India Ind AS New Indian Accounting Standards notified by Ministry of Corporate Affairs on February 16, 2015, applicable from Financial Year commencing April 1, 2016 LLP Act The Limited Liability Partnership Act, 2008 Notified Sections The sections of the Companies Act, 2013 that have been notified by the Government as having come into effect prior to the date of this Draft Red Herring Prospectus. NRE Account Non-resident external account NRO Account Non-resident ordinary account OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date was eligible to undertake transactions pursuant to the general permission granted to OCBs under FEMA RBI Act Reserve Bank of India Act, 1934 RoC The Registrar of Companies, Maharashtra SCRA Securities Contracts (Regulation) Act, 1956, as amended SCRR Securities Contracts (Regulation) Rules, 1957, as amended SEBI The Securities and Exchange Board of India, constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992, as amended SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, as amended SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended SEBI (ICDR) Securities and Exchange Board of India (Issue of Capital and Disclosure Regulations SEBI Listing Regulations / SEBI (LODR) Regulations SEBI Takeover Regulations SEBI VCF Regulations Securities Act State Government Stock Exchange Sub-account VCFs Wilful Defaulter Requirements) Regulations, 2009, as amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 U.S. Securities Act of 1933, as amended The government of a state of the Union of India NSE Emerge Sub-accounts registered with SEBI under the SEBI FII Regulations other than subaccounts which are foreign corporates or foreign individuals Venture Capital Funds as defined and registered with SEBI under the SEBI VCF Regulations Wilful defaulter as defined under Regulation 2(zn) of the SEBI (ICDR) Regulations 10

15 CURRENCY CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY PRESENTATION Certain Conventions Unless otherwise specified or the context otherwise requires, all references to "India" in this Draft Red Herring Prospectus are to the Republic of India, all references to the "U.S.", the "USA" or the "United States" are to the United States of America, together with its territories and possessions. Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers of this Draft Red Herring Prospectus. Financial Data Unless stated otherwise, financial data included in this Draft Red Herring Prospectusis derived from the Restated Financial Information, prepared in accordance with the Companies Act and restated in accordance with SEBI (ICDR) Regulations. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding off. All figures in decimals have been rounded off to the second decimal place and all percentage figures have been rounded off to two decimal places and accordingly there may be consequential changes in this Draft Red Herring Prospectus. Our Company s Financial Year commences on April 1 and ends on March 31 of the next year; accordingly, all references to a particular Financial Year or Fiscal, unless stated otherwise, are to the twelve (12) month period ended on March 31 of that year. The Restated Financial Information for 6 (six) Months period ended September 30, 2017 and for Financial Years ended March 31, 2017; March 31, 2016; March 31, 2015; March 31, 2014; and March 31, 2013 are included in this Draft Red Herring Prospectus. There are significant differences between Indian GAAP, U.S. GAAP and IFRS. The reconciliation of the financial information to IFRS or U.S. GAAP financial information has not been provided. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus, and it is urged that you consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree to which the financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader s level of familiarity with Indian accounting practices, Indian GAAP, Ind AS, the Companies Act and the SEBI (ICDR) Regulations. Any reliance by persons not familiar with Indian accounting practices, Indian GAAP, Ind AS, the Companies Act, the SEBI Regulations on the financial disclosures presented in this Draft Red Herring Prospectusshould accordingly be limited. Unless otherwise indicated, any percentage amounts, as set forth in this Draft Red Herring Prospectus, including in sections titled "Risk Factors", "Our Business", "Management s Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 17; 93; and 137 respectively, have been calculated on the basis of the Restated Financial Information prepared in accordance with the Companies Act and restated in accordance with the SEBI (ICDR) Regulations. In this Draft Red Herring Prospectus, all figures in decimals have been rounded off to the second decimal place and all percentage figures have been rounded off to two decimal places. Currency and Units of Presentation In this Prospectus, references to Rupees or Rs. or INR are to Indian Rupees, the official currency of the Republic of India. All references to $, US$, USD, U.S. $ or U.S. Dollars are to United States Dollars, the official currency of the United States of America. All references to million / Million / Mn refer to one million, which is equivalent to ten Lacs or ten Lakhs, the word Lacs / Lakhs / Lakh means one hundred thousand and Crore means ten million and billion / bn./ Billions means one hundred crores. 13

16 Industry and Market Data Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained and derived from publically available information at official website of The Associated Chambers of Commerce & Industry of India, Economic Survey , Confederation of Indian Industry, Annual Report & Website of the Company. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed, and their reliability cannot be assured. Accordingly, no investment decision should be made on the basis of this information. Although, we believe that the industry and market data used in this Draft Red Herring Prospectus is reliable, neither we nor the BRLM nor any of their respective affiliates or advisors have prepared or verified it independently. The extent to which the market and industry data used in this Draft Red Herring Prospectusis meaningful depends on the reader s familiarity with and understanding of the methodologies used in compiling such data. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in the section titled "Risk Factors Third party statistical and financial data in this Draft Red Herring Prospectus may be incomplete or unreliable" beginning on page 17 of this Draft Red Herring Prospectus. Accordingly, investment decisions should not be based on such information. In accordance with the SEBI (ICDR) Regulations, we have included in the section titled "Basis for Issue Price" beginning on page 75 of this Draft Red Herring Prospectus, information pertaining to the peer group companies of our Company. Such information has been derived from publicly available data of the peer group companies. 14

17 FORWARD LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain "forward-looking statements". These forward-looking statements generally can be identified by words or phrases such as "aim", "anticipate", "believe", "expect", "estimate", "intend", "objective", "plan", "project", "will", "will continue", "will pursue" or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forwardlooking statement. Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties associated with expectations relating to, inter alia, regulatory changes pertaining to the industries in India in which we operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industries in which we operate. These forward-looking statements and any other projections contained in this Draft Red Herring Prospectus (whether made by us or any third party) are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements to be materially different than those contemplated by the relevant forward-looking statements. Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following: 1. Our ability to compete effectively; 2. Our Company s inability to meet its working capital requirements or maintain its existing credit facilities; 3. Our Company s inability to meet the consistent quality requirements of its customers or a change in customer preferences; 4. Competition in the industry that we operate; 5. Regulatory changes pertaining to the industries in India in which our Company has its businesses and our ability to respond to them; 6. Our ability to successfully implement our strategy; 7. General economic and political conditions in India and globally, which have an impact on our business activities; 8. Our ability to attract and retain qualified personnel; 9. Any adverse outcome in legal proceedings in which our Company, our Promoters, Directors or key managerial personnel may be involved; 10. Unanticipated turbulence in interest rates; and 11. Equity prices or other rates or prices, the performance of the financial markets in India and globally. For further discussion of factors that could cause the actual results to differ from our estimates and expectations, please refer to section titled "Risk Factors"; "Our Business"; and "Management s Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 17; 93; and 137 respectively of this Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. The forward-looking statements contained in this Draft Red Herring Prospectusare based on the beliefs of our management, as well as the assumptions made by and information currently available to our management. Although, we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure investors that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materializes, or if any of the underlying assumptions prove to be incorrect, the actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements. 15

18 Our Company, the BRLM, the Syndicate Members or their respective affiliates do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company and the BRLM will ensure that investors are informed of material developments until the time of the grant of final listing and trading permissions with respect to Equity Shares being offered in this Issue, by the Stock Exchanges. Our Company will ensure that investors are informed of material developments in relation to statements about our Company in this Draft Red Herring Prospectus, the Prospectus until the Equity Shares are allotted to the investors. Further, in accordance with Regulation 51A of the SEBI (ICDR) Regulations, our Company may be required to undertake an annual updation of the disclosures made in the Draft Red Herring Prospectus and make it publicly available in the manner specified by SEBI. 16

19 SECTION II: RISK FACTORS Any investment in equity securities involves a high degree of risk. You should carefully consider all of the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain a more complete understanding, you should read this section together with section titled "Our Business" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 93 and 137 respectively, as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. Any of the following risks, as well as the other risks and uncertainties discussed in this Draft Red Herring Prospectus, could have an adverse effect on our business, financial condition, results of operations and prospects and could cause the trading price of our Equity Shares to decline, which could result in the loss of all or a part of your investment. The risks and uncertainties described in this section are not the only risks that we may face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations, financial condition and prospects. This Draft Red Herring Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are certain risk factors where the effect is not quantifiable and hence has not been disclosed in such risk factors. You should not invest in this offering unless you are prepared to accept the risk of losing all or part of your investment, and you should consult your tax, financial and legal advisors about the particular consequences to you of an investment in the Equity Shares. The financial information in this section is, unless otherwise stated, derived from our Consolidated Restated Financial Statements prepared in accordance with Indian GAAP, as per the requirements of the Companies Act 2013 and SEBI (ICDR) Regulations. The risk factors have been determined on the basis of their materiality. Some events may not be material individually but may be found to be material collectively, some events may have a material impact qualitatively instead of quantitatively and some events may not be material at present but may have material impacts in the future. Risks Related to Our Business 1. A FMCG MNC is our key customer and accounts for a significant portion of our revenue and our top ten customers account for more than seventy percent (70%) of our revenues. Any failure to maintain our relationship with these customers will have a material adverse effect on our financial performance and results of operations. Our top ten customers accounted for more than seventy percent (70%) of our revenues in the past three financial years, including a multinational company in the FMCG sector. Our revenues from our top ten customers was Rs. 1, Lakhs, Rs. 1, Lakhs and Rs. 1, Lakhs for Fiscals 2017, 2016 and 2015, respectively, which accounted for 74.7%, 70.5% and 71.8% of our revenue from operations for such periods. We are dependent on these entities and expect them to continue to be our key customers. Any failure by us to maintain, or a deterioration of, our relationship with these entities will have a material adverse effect on our financial performance and our results of operations. If our relationship with these deteriorates, or is otherwise reduced, we could face the risk of having excess capacity, which we may not be able to easily substitute for with other customers. Further, we are also reliant on the various sectors in which these entities operate and conduct business. If any of these sectors like FMCG, suffer a downturn, for any reason, our results of operations and our financial performance could be adversely affected. In addition, if the reputation of any of these entities is significantly impaired, it could also adversely affect our business, results of operations and financial performance. 2. We may face competition from a number of international and domestic third-party logistics companies, which may adversely affect our market position and business. While the logistics industry in India is generally fragmented, we may face competition from a number of international and domestic third-party logistics service providers, especially as the trend toward larger-scale logistics providers in India continues. Some of our competitors may have significantly greater financial and marketing resources and operate larger networks than we do. In the regions of India in which we operate, we 17

20 face competition from certain regional logistics services providers and the unorganised sector, some of which have market presence in their respective areas of operation. We may also face competition from new entrants into the logistics service industry. If we cannot maintain, or gain, sufficient market presence or are unable to differentiate ourselves from our competitors, we may not be able to compete effectively. Further, if we cannot maintain cost competitiveness within the third-party logistics industry, including, in the event we choose to expand and incur excessive fixed costs or if we experience a disproportionate increase in costs in comparison to our competitors, our customers could choose to service their third-party logistics needs with our competitors rather than us. Our ability to compete effectively may be constrained by the following factors: loss of key members of our management and experienced employees (in particular those from our sales force who have established relationships with our key customers and those who have deep sector expertise that we leverage to provide effective solutions for our customers) to our competitors; deployment of more advanced technology platforms by our competitors; alliances entered into by our competitors with other logistics services providers, increasing their distribution network or resources and technologies that may not be available to us; lower cost base of domestic and regional competitors than ours, increasing their cost competitiveness; the deployment by our competitors of a more robust fleet of transportation vehicles; difficulties entering new sectors that may be dominated by competitors; our competitors having a wider domestic and global network of warehouses and delivery centres; and existing or new competitors pricing their services with significant discounts. In addition, increased competition may reduce the growth of our customer base and result in higher selling and promotional expenses. If we are unable to compete effectively with our competitors, we may experience a decline in our revenues and profitability and our business, financial condition and results of operations could be materially and adversely affected. 3. Delays or defaults in payment by our customers could affect our cash flows and may adversely affect our financial condition and operations. We extend credit to certain of our customers for long periods of time and there is no assurance that we will be able to recover outstanding amounts in part, full or at all. We have and may continue to have high levels of outstanding receivables. Our average outstanding receivable days are 60 to 80 days in the past three financial years. Hence, if delays or defaults in client payments continue or increase in proportion to our total revenues, it could negatively affect our cash flows and consequently affect our financial condition and operations. Further, while we may take appropriate action in the event of a non-payment of receivables, there can be no assurance that we will be able to successfully recover outstanding amounts owed to us in part or full, which in turn could affect our cash flows and may adversely affect our financial condition and operations. 4. Inability to pass on any increase in operating expenses to our customers may adversely affect our business and results of operations. Rental expenses for leased space, power and fuel costs (which principally includes electricity and fuel consumed by our warehousing operations), hire charges and transportation expenses (which principally includes the leasing costs of our leased vehicles, the cost of fuel consumed by our reefer trucks and lease expenses for our equipment), labour expenses, employee expenses and security expenses represent some of our most significant operating costs and an increase in such costs or inability to pass on such increased costs to our customers will adversely affect our results of operations. For Fiscal 2017, transportation and warehousing costs represented 79.58% and 4.30%, respectively of our revenue from operations for the FY Furthermore, increases in the costs of our vendors may increase our costs of securing services from our vendors such as transportation and contract labour services as well as costs of equipment from our vendors, which will also adversely affect our results of operations to the extent we cannot pass these increases on to our customers. The cost of fuel has increased significantly recently and fluctuates significantly due to various factors beyond our control, including, international prices of crude oil and petroleum products, global and regional demand and supply conditions, geopolitical uncertainties, import cost of crude oil, government policies and regulations and availability of alternative fuels. In addition, the Government of India deregulated diesel prices in India removing certain subsidies on diesel prices, and the price of diesel and consequently our fuel cost, have fluctuated significantly in recent periods. Further, rental costs for our leased facilities and pricing for our leased vehicles are subject to potential increases. We cannot assure you that we will be able to renew our leased facilities on favourable terms or continue to lease our vehicles at favourable prices. Although historically we have generally been able to pass on an increase in operating costs to our customers through an increase in our prices, there can be no assurance that we will be 18

21 able to pass on any such increase in the future to our customers, either wholly or in part, and our profitability and results of operations may be adversely affected. 5. We are heavily dependent on trucks, machinery and equipment for our operations. Any breakdown of our trucks, machinery or equipment will have a significant adverse effect on our business, reputation, financial results and growth prospects. Our third-party logistics offerings are heavily dependent on trucks, machinery and equipment, including air conditioners, refrigeration infrastructure, data loggers, sorters and conveyors, vehicles and material handling equipment, including reach trucks, forklifts, very narrow aisle trucks and battery-operated pallet trucks. In particular, our reefer trucks and other refrigeration equipment are critical to our temperature-controlled logistics operations, and any failure or breakdown of such trucks or equipment could significantly affect our operations in that business. Any significant malfunction or breakdown of our machinery or equipment may entail significant repair and maintenance costs and cause delays in our operations. Further, if we are unable to repair the malfunctioning machinery or equipment, our operations may need to be suspended until we procure machinery or equipment to replace the same. Any malfunction or breakdown of our machinery or equipment may also cause the quality of products stored with us to be affected, including perishable products in our temperature-controlled logistics operations. Consequently, we may be liable for breach of our contractual obligations with our customers and this could result in significant losses due to damage to our customers products. Any breach of our obligations may result in termination of our contracts with our customers, which could have an adverse effect on our business, reputation and financial results. Further, we may also be open to public liability from the end consumer for defects in the quality of perishable products we store and transport. Accordingly, any breakdown or our machinery or equipment may have a significant effect on our business, reputation, financial results and growth. 6. Our business is highly dependent on technology and automation and any disruptions of or failure to update such technology or automation could have an adverse effect on our results and operations. We use technology and automation processes throughout our logistics offerings to enable efficient and cost effective operational management to better serve our customers supply chain needs. Some of our recent technology and automation implementation may not result in the expected efficiencies and benefits we anticipate, which could adversely affect our operations and financial condition. Further, technology is susceptible to outages and technical vulnerabilities, which may result in us incurring additional expenses from time to time. The technology implemented by us is developed by third-party vendors, on whom we rely for the maintenance of our technology, which may result in us incurring additional costs in carrying out such maintenance from time to time. While our maintenance costs typically account for a small portion of our expenses, we may experience significant costs in the event that large-scale maintenance of our technology is required. Our day-to-day operations are heavily dependent on our technology systems; however, we have not implemented disaster recovery systems, which could lead to adverse consequences in the event of disasters affecting our business. As a result, failure to meet our customers technological demands or to protect against technological disruptions of our operations or operations of our customers could materially and adversely affect our business, financial condition and results of operations. Further, some of our existing technologies and automation processes in the business may become obsolete or perform less efficiently compared to newer and better technologies and automation processes in the future. Our ability to maintain effective technology and automation depends, in part, upon our ability to make timely and cost effective enhancements and additions to the technology and automation underpinning our operational platform and in part on our ability to introduce new technological and automation offerings and services that meet customer demands. We cannot assure you that we will be able to successfully keep up with technological and automation improvements in order to meet our customers needs, or that the technology and automation developed by others will not render our services less competitive or less attractive. Further, the cost of implementing new technology or automation can be high and we may not be able to recover such costs if the expected efficiencies realised from such technology or automation is not as anticipated or realised at all. In addition, any hardware or software failure relating to our technology could significantly disrupt customer workflows and cause economic losses for which we could be held liable and which could damage our reputation. 7. The trend toward outsourcing of supply chain management activities, throughout India or within specific sectors, may change, thereby reducing demand for our services. Our growth strategy is based on the assumption that the trend of outsourcing of supply chain management and other logistics services will continue, or rise, in the future to a certain extent. Third-party logistics service providers, such as us, are generally able to conduct supply chain management and other logistics services more efficiently than comparable in-house operations run by customers primarily as a result of 19

22 expertise, implementation and adoption of technology, efficient management of operations and lower and more flexible employee cost structures. However, many factors could cause a reversal of this trend. For example, our customers may consider the risks in relying on third-party service providers, or they may begin to define these activities as within their own core competencies and decide to perform supply chain and other logistics operations themselves. Our customers may be able to improve the cost structure or invest in technologies for their in-house supply chain and logistics activities, including in particular their labourrelated costs, and accordingly, our customers may not outsource their supply chain needs, which could have a material and adverse effect on our business. In addition, some of our multinational customers may change and have, in the past, changed, their third-party logistics provider due to decisions made by management to use a common logistics provider globally. Furthermore, when a customer ceases to outsource portions of its logistics operations to us, the customer may find it less compelling or unattractive to engage us for remaining logistics services, as a result of which some or all of our business with such customer may be adversely affected. In addition, we make investments in storage space on the assumption of continued outsourcing of our customers logistics needs and a reversal in that trend could result in excess storage space in our distribution centres, which could also result in higher rental costs as a percentage of revenue from operations. Furthermore, if our customers change their logistics strategy by focusing on a new geographic region, this could result in us having excess storage space that becomes unused. 8. Conditions and restrictions imposed on us by the agreements entered into with some of our customers could adversely affect our business and results of operations. Certain of our agreements with our customers impose conditions and restrictions on our operations. Further, a majority of our customer contracts typically have a tenure ranging from one to three years. Further, some of our contracts may be terminated by our clients with or without cause, by giving short notice and without compensation, which may adversely affect our business. Further, in the event we are unable to renew our agreements within the prescribed period, or at all, this may materially affect our business and operations. 9. A large portion of our transportation operations are conducted through our distribution centres and any damage or disruption of these distribution centres could have an effect on our business and results of operations. A large portion of our contract logistics operations is handled through our six (6) trans-shipment centres at Guwahati, Bangalore, Hyderabad, Delhi-UP border, Goa (Ponda) and Kundli (Delhi-Haryana border). Hence, any fires, natural disasters (such as flooding and earthquakes), acts of war, terrorist attacks, strikes and other events, many of which are beyond our control, that destroy, damage or otherwise adversely affect our business, financial condition and results of operations. Although our trans-shipment centres are covered by insurance with respect to such events that are beyond our control, we may not be able to recover any part or all of our business disruption losses that could arise from any disruption of such distribution centres. 10. Dependence on third-party vendors could have an adverse effect on our business financial condition and results of operations. Our ability to service our customers depends on the availability and costs of leased storage space, vehicles used for transport, equipment and adequate work force of independent contractors for operations. We use trucks and reefer trucks used in our temperature-controlled business, owned by third parties on per trip basis. Further, we often engage independent contractors for our skilled and unskilled labour needs and, in the event that such contractors are not available, this may have a material and adverse effect on our operations. We cannot assure you that we will be able to obtain access to preferred third-party vendors for our warehousing space, equipment, vehicles or independent contractors, or at attractive rates or that these vendors will have adequate available capacity to meet our needs or be able to meet our requirements in a timely manner. Further, if we are unable to procure the services of third-party vendors capable of sufficiently scaling up operations in response to increased demand from our customers, we may be compelled to make capital expenditures or seek out costlier or lower quality third-party vendors to meet our needs. Any inability to secure leased spaces, equipment, vehicles or independent contractors or on attractive terms could have an adverse effect on our business, financial condition and results of operations. 11. We acquire warehouses, transhipment centres, branches on lease basis and hire vehicles for transportation of goods from third parties. All of our warehousing and distribution facilities are located in leased premises or have been taken on a leave and licence basis. Many of our current leases or leave and licence agreements are for terms ranging between 11 months to 5 years. If our locations are no longer profitable or if there are other factors to close down a facility, we will generally remain liable to perform our obligations under the underlying lease or leave and licence agreement, which could, among other things, result in payment of rent for the balance of 20

23 the rental term. Our obligation to continue making rental payments and fulfil other obligations under these agreements for closed facilities could have a material adverse effect on our business, financial condition and results of operations. In addition, we may fail to negotiate the renewal of our leases or leave and licence agreements for our premises, either on commercially acceptable terms or at all, which could result in increased rental rates for subsequent renewals or setting up of new premises, or to close facilities in desirable locations, affecting our financial condition and operations. Further, many of our rental premises are built-tosuit to specific needs and requirements. If we are unable to renew underlying agreements on favourable terms or at all, we may be forced to move to new facilities and incur significant capital expenditures and others costs in customising such locations to suit needs and requirements. Further, moving also involves costs associated with moving inventory, including potential damage to inventory. These potential increased rental costs and other costs for new facilities could materially and adversely affect our business, financial condition and results of operations. Our transportation vehicles, in a ratio of around 1:3, are hired from third-party fleet operators. If third-party fleet operators do not provide adequate or reliable vehicles, which can service the needs of our customers, it could cause delays in shipment or damages to goods, which could adversely affect our reputation, financial condition and results of operations. 12. Some of our lease agreements may have certain irregularities. Our Company has entered into certain lease agreements and leave and license agreements that have not been registered, or are not adequately stamped. Accordingly, such documents may not be produced for enforcement before a court of law until the applicable stamp duty, registration charges, and consequent penalties are paid on such documents. Accordingly, we may be required to incur additional costs in order to adjudicate these agreements before relevant authorities. 13. If we are unable to implement our business and growth strategies effectively, our results of operations may be adversely affected. Our success depends on our ability to implement our business and growth strategies effectively. While our management typically considers potential revenues, costs and long-term sustainability when implementing its growth strategies, we cannot assure you that we will be able to execute our growth strategies in a timely manner, or at all, or within budget estimates or that we will meet the expectations of our customers. We believe that our business and growth strategies will place significant demands on our senior management and other resources, as well as our operational and technological advancement, and will require us to develop and improve operational, financial and other internal controls. Further, our business and growth strategies may require us to incur indebtedness. Our inability to manage our business and growth strategies could adversely affect our business, financial condition and results of operations. There is no assurance that our strategy of expanding our temperature-controlled logistics services will be as economically beneficial to our Company as we expect or at all. In addition, in anticipation of the introduction and implementation of GST, we intend to strategically invest in large-scale warehousing capacities to capitalise on the new tax regime. However, the introduction and implementation of GST in India may not result in the increase in demand for our large-scale warehousing and technological capacities at all or in the manner we currently expect. We lease our warehousing spaces from third parties and many are subject to long-term contracts and lock-in requirements. We are further identified land for acquisition at Agartala in Tripura and Mysore in Karnataka which will enable the expansion of our warehousing space to 4.62 lakhssquare feet by April, If we cannot use these excess warehousing capacities, or if we incur penalties for terminating leases because we do not realise increased demand from the introduction and implementation of GST in the magnitude we expect, or at all, we may incur losses, including due to higher rental costs as a percentage of revenue from operations and loss of capital due to the acquisition and construction of our owned warehouses, which could materially and adversely affect our business, financial condition and results of operations. 14. We may not be able to continue or effectively manage expansion through investments in facilities, further technologies and other assets. We may seek to further expand our business by, among other things, pursuing commercially sustainable opportunities to invest in logistics facilities, technologies and other assets. However, our efforts to continue and effectively manage our expansion may not be successful. If we expand too rapidly, we may encounter financial difficulties in a business downturn. On the other hand, if we fail to expand at a sufficiently rapid pace, we may lose market share and potential customers to our competitors. Our expansion is subject to many risks and uncertainties, including, for example: (i) the growth and development of the third-party logistics market in India; (ii) the development of our businesses in accordance with our projected costs and within our estimated time frame; (iii) consumer spending capacity and purchase and production of goods in 21

24 India; and (iv) our delivery of commercially viable services based on new business processes or technologies. We may choose to fund expansion by incurring debt or seeking additional sources of equity financing, which could also affect our future finance costs as well as our overall financial condition and results of operations. Our investments in expansion may not realise immediate returns and could restrict our cash flows if a significant portion of our cash is tied up in expansion projects. Further, our ability to expand our business is dependent on getting the requisite approvals and permits as well as securing ideal locations for our facilities. If we cannot get requisite approvals or permits or are unable to secure strategic locations for our facilities, our business and operations could be adversely affected. We cannot assure you that we will be able to address all the risks involved in expanding our business or that we will be successful in expanding our business beyond our current services or geographic scope. 15. Our employee expense is a significant component of our operating costs. An increase in employee expense could reduce our profitability. Our operations are highly dependent on skilled, semi-skilled labour including truck drivers. Over the years, our employee expense has been a significant component of our operating costs. In Fiscals 2017, 2016 and 2015, our employee expense was Lakhs, Lakhs and Lakhs, respectively, constituting 3.55%, 3.01% and 2.79%, respectively, of our revenue from operations for such periods. Due to economic growth in the past and the increase in competition for skilled and semi-skilled employees in India, wages in India, in recent years, have been increasing. Further, our plans to expand in order to increase growth will also result in expansion of our work force and may therefore necessitate increased levels of employee compensation. In addition, we may also need to increase our compensation levels to remain competitive in attracting and retaining the quality and number of skilled and semi-skilled employees that our business requires. Finally, our employees salaries are linked to minimum wage laws in India, and any increase in the minimum wage in any state in which we operate could increase our operating costs. In addition, a shortage in the labour pool or general inflationary pressures will also increase our labour costs. A significant long-term increase in our employee benefit expense could reduce our profitability, which could, among other things, affect our growth, business and financial results. 16. Our business and growth prospects depend on our ability to continue to attract and retain qualified personnel, including our senior management. We believe the experience of our senior management has been critical to our success and business growth and our continuing success depends on our ability to attract and retain a large group of experienced professionals, especially, since there is a limited availability of experienced professionals in the logistics industry in India. As a result, any loss of the services of any members of our senior management and our failure to recruit and retain a sufficient number of experienced personnel as part of our senior management could materially and adversely affect our business, financial condition and results of operations. In addition, the replacement of members of management may not be straightforward or achievable in a timely manner, and we may be required to wait indefinitely to fill positions until we find suitable candidates. Furthermore, attracting and retaining experienced and qualified personnel could require increasing compensation and benefits payable to such personnel, which could affect our operational costs and accordingly, our financial condition and results of operations. 17. We may be held liable for the payment of wages to the independent contractors we engage in our business. In order to retain flexibility and ensure timely availability of a pool of skilled and non-skilled workers, our Company engages independent contractors throughout our business. As of September 30, 2017, 214 workers constituting 44.96% of our total workforce were engaged by us on an independent contractor basis. Although our Company does not employ these contractors directly, we may be held responsible for any wage payments to be made to such contractors in the event of default by the third-party agencies who employ them. If we are required to pay the wages of the independent contractors, our results of operations and financial condition could be adversely affected. Further, we could be held liable for the acts committed by, or omission on the part of, personnel engaged by us on an independent contractor basis. 18. We may be subject to labour unrest, slowdowns and increased wage costs. India has stringent labour legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal, and legislation that imposes certain financial obligations on employers upon retrenchment. Our employees are not unionised. However, in the event that employees at our facilities seek to unionise, it may become difficult for us to maintain flexible labour policies which may increase our costs and adversely affect our 22

25 business. A potential increase in the salary scale of our employees or the disruption in services due to any potential strikes, may affect our business operations. 19. Improper handling of goods at our facilities could damage our reputation and have an adverse effect on our business, results of operations and financial condition. Despite our adoption of technology and automated processes, our facilities continue to rely on our labour force to undertake various activities, enabling us to provide supply chain and logistics services to our customers. Due to our dependence on our labour force to carry out various functions in our supply chain and logistics services, we remain susceptible to risks associated with the improper handling of goods at our facilities. Any shortcoming due to fraudulent activities, theft, negligence, human error, or otherwise by our labour force could damage our reputation, adversely affecting our business, financial condition and results of operations. Further, such activities may also result in legal proceedings being initiated against us, irrespective of whether such allegations have any factual basis. 20. We face several risks associated with the setting up of our new facilities, which could hamper our growth, cash flows and business and financial condition. We allocate a significant part of the cash flows from our business operations for capital expenditures for developing the infrastructure for new facilities and for maintaining our existing facilities. When setting up new facilities, we may encounter cost overruns or delays for various reasons, including, but not limited to, delays in construction, delays in receiving governmental, statutory and other regulatory approvals and permits and delays in, or non-delivery of equipment by suppliers. If any facility that we propose to set up, maintain or renovate is not completed in a timely manner, or at all, our business and results of operations may be adversely affected. Further, our budgeted resources may prove insufficient to meet our requirements due to, among other things, cost escalation, which could drain our internal cash flows or compel us to raise additional capital, which may not be available, on terms favourable to us, or at all. We also face risks specifically for our built-to-suit facilities. We face the risk of not being able to obtain a desired location specific to our customers requirements, which could affect their supply chain operations and costs as well as our margins on our services provided to them. Further, we may face the risk of having vacant built-to-suit facilities since our facilities are often leased and built-to-suit before we have entered into a service contract with a customer. Hence, we could face the risk of having excess capacity, which we cannot easily substitute for other customers. Any of the foregoing factors could undermine our expansion of facilities and hamper our growth and could adversely affect our business, financial condition and results of operations. 21. We may require additional financing in the future and our operations could be curtailed if we are unable to obtain required additional financing when needed. We may need to raise additional capital from time to time, dependent on business requirements. Some of the factors that may require us to raise additional capital include (i) business growth beyond what the current balance sheet can sustain, (ii) additional capital requirements imposed due to changes in the regulatory regimes to which we are subject or new guidelines, and (iii) significant depletion in our existing capital base due to unusual operating losses. While we do not anticipate seeking additional financing in the immediate future, any additional equity financing may result in dilution to the holders of our outstanding Equity Shares. Additional debt financing may impose affirmative and negative covenants that restrict our freedom to operate our business, including covenants that: limit our ability to pay dividends or require us to seek consent for the payment of dividends; increase our vulnerability to general adverse economic and industry conditions; require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes; limit our flexibility in planning for, or reacting to, changes in our business and our industry; limit us from formulating any scheme of amalgamation or reconstruction, merger or demerger; and limit us from entering into borrowing arrangements with other banks or financial institutions. We cannot guarantee that we will be able to obtain additional financing on terms that are acceptable to us, or any financing at all, and the failure to obtain sufficient financing could adversely affect our business operations. 22. Failure in maintaining the requisite standard for storage of perishable products stored with us or transported by us could have a negative effect on our business. In our temperature-controlled logistics operations, we are required to maintain the requisite standard for storage of perishable products that we store and transport. We achieve this through various means, including 23

26 by ensuring that our temperature-controlled facilities adhere to specific storage requirements as required by our customers in terms of the agreements entered into with them and deploying data loggers in our reefer trucks to ensure continuous monitoring of temperature. However, if we consistently, or frequently, fail to maintain the prescribed or requisite standards at our temperature-controlled facilities or in our reefer trucks, we may be unable to retain our temperature-controlled logistics customers which will have an adverse effect on our business, growth prospects and our financial results. In particular, given that we are engaged in the storage and transportation of food products, the Food Safety and Standards Act, 2006 requires us to obtain a licence to operate as a food business operator. Any failure on our part to obtain such licence, or comply with the standards prescribed under the Food Safety and Standards Act, 2006, may result in various sanctions, including fine and imprisonment. Further, under the terms of the agreements entered into with our temperature-controlled logistics customers, if the products delivered by us do not meet the requirements specified by our customers, then our customers may dispose of the products in a manner convenient to them, and the cost of such disposal may be adjusted from payments due to us. Some of the products stored and/or transported by us are perishable in nature. In the event that we fail to maintain the prescribed and/or requisite standards of storage or if the integrity of products that are stored or distributed is compromised, we could be in breach of our contractual obligations to our customers which could lead, among other things, to monetary damages. Furthermore, obtaining insurance coverage with respect to losses incurred in connection with perishable products is often cost prohibitive, such that the cost of insurance can often be greater than the cost of the underlying products. Hence, we may not have adequate insurance coverage or any coverage to mitigate risks associated with losses related to perishable products stored and transported in our temperaturecontrolled logistics operations. For further details, please see the section entitled Our Business Insurance on page We could be adversely affected by instances of food-borne illness, as well as widespread negative publicity regarding food quality, illness, injury or other health concerns. Negative publicity, real or perceived, about food quality, illness, injury or other health concerns (including from life-style diseases) or similar issues stemming from food products we store or distribute for our customers in the food and beverage sector could materially and adversely affect us, regardless of whether they pertain to our own temperature-controlled facilities or those operated by others. For example, health concerns about the consumption of meat products or specific events such as outbreaks of food-borne illnesses could lead to changes in consumer preferences, thereby affecting the business of our customers resulting in loss of business to us. In addition, we cannot guarantee that our operational controls and employee training will be effective in preventing food-borne illnesses, food tampering and other food safety issues that may affect our operations. Food-borne illness or food tampering incidents could be caused by customers, employees or food suppliers and transporters and, therefore, could be outside of our control. 24. Conditions and restrictions imposed on us by the agreements governing our indebtedness could adversely affect our ability to operate our business. As of September 30, 2017 our total outstanding debt were Rs Lakhs. Our financing agreements governing our borrowings include conditions and restrictive covenants that require us to obtain consents, noobjections or waivers from respective lenders prior to carrying out specified activities or entering into certain transactions. Such restrictive covenants, among other things, restrict our ability to effect a change in our capital structure, formulate any scheme of amalgamation or reconstitution, undertake any new project or expansion or modernization or make capital expenditure, enter into borrowing arrangements either on secured basis or unsecured basis with other banks or financial institutions, undertake guarantee obligations on behalf of any other borrower/organization, declare dividends if our account is running irregular or if any of the terms and conditions of the sanction remain un-complied with by our Company, sell, assign, mortgage, alienate or otherwise dispose off assets charged with our lenders, entering into contractual obligations of a long term nature affecting the our Company financially to a significant extent, undertake any activity other than those indicated in the object clause of the memorandum of association of our Company and any transfer of controlling interest or any drastic change in the management. We cannot assure you that we will be able to obtain approvals to undertake any of these activities as and when required or to comply with such covenants or other covenants in the future. Further, we typically secure these debt obligations with a combination of security interests over our assets and hypothecation of movables and future receivables. The security allows our lenders to sell the relevant assets in the event of our default and to exercise other related rights. Under such financing agreements, we are also required to comply with certain financial covenants, such as maintaining prescribed financial ratios at all times. Further, if we incur more debt or if there is an increase in the applicable interest rates for our existing debt, our interest payment obligations will increase and we may become subject to additional conditions from lenders, including additional restrictions on the operation of our business. The financing agreements that we are party to, or which we may enter into 24

27 in the future, may be unilaterally terminated by our lenders or the lenders could decline to lend to us under such agreements. Under some of the credit facilities availed by us, our lenders are entitled to terminate the credit facility in the event of any default committed by us under other loan facilities. In case we default in any of our outstanding borrowings, we may not be able to declare or issue dividends, without the approval of our lenders. The banks may change the applicable banking policies, increase interest rates or levy penal interest for non-compliances, if any. Inability to effectively service our borrowings, comply with or obtain waivers of applicable loan covenants, as the case may be, may adversely affect our business, results of operations and financial conditions. 25. Our Company, Promoter, Group Companies and Directors are involved in certain legal proceedings and potential litigation. Any adverse decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect our business and results of operations. Our Company, Promoter, Group Companies and Directors are currently involved in certain legal proceedings. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. The summary of outstanding litigation in relation to our Company, our Promoter, Group Companies and Directors as on the date of this Draft Red Herring Prospectus have been provided below in accordance with the materiality policy adopted by our Board. For further details, please see the section entitled Outstanding Litigation and Material Developments on page 148. Nature of proceedings Number of outstanding cases Amount involved (Rs. in Lakhs) Cases filed against our Promoter & Director Civil - -- Cases filed by our Company Criminal Civil Cases filed against our Company Criminal Civil 4 -- Cases filed by our Promoter & Director Criminal - -- Civil - -- Arbitration matter filed by our Company Decisions in any of the aforesaid proceedings adverse to our interests may have a material adverse effect on our business, future financial performance and results of operations. If the courts or tribunals rule against our Company or our Promoter, Group Companies and Directors, we may face monetary and/or reputational losses and may have to make provisions in our financial statements, which could increase our expenses and our liabilities. 26. Our business is dependent on the road network in India and our ability to utilise our vehicles in an uninterrupted manner. Any disruptions or delays in this regard could adversely affect us and lead to a loss of reputation and/ or profitability. The transportation and delivery services we provide are dependent on the road network in India. There are various factors which affect road transport such as political unrest, bad weather conditions, natural calamities, road construction, road quality, regional disturbances, fatigue or exhaustion of drivers, improper conduct of the drivers, accidents or mishaps and third-party negligence. Even though we undertake various measures to avoid or mitigate such factors to the extent possible, some of these could cause extensive damage and affect our operations and/or the condition of our vehicles, thereby increasing our operational costs. Also, any such interruption or disruptions could cause delays in the delivery of goods to their destination and/or also cause damage to transported cargo. We may be held liable to pay compensation for losses incurred by our customers in this regard, and/or losses or injuries sustained by other third parties. Further, such delays and/or damage may cause a loss of reputation, which, over a period of time could lead to a decline in business. In the event that goods to be delivered have a short shelf life, such as perishable goods in our temperature-controlled logistics operations, any delay in the delivery of such cargo could also expose us to additional losses and claims. Although, some of these risks are beyond our control, we may still 25

28 be liable for the condition of such cargo and their timely delivery and any disruptions or delays could adversely affect us and lead to a loss of reputation and profitability. Under the terms of certain of our agreements with our customers, we are required to facilitate customers insurance claims for losses on products in transit and to compensate such customers if we fail to do so. In addition, any prolonged or significant downtime of our transportation vehicles or related equipment caused by unforeseen circumstances may cause major disruptions to our operations. In the event we are affected by such prolonged and significant downtime of our vehicles or equipment, our operations and financial performance may be materially and adversely affected. 27. The properties on which our Registered Office and Corporate Office are located are not owned by us, and our inability to continue to use these properties in the future may have an adverse effect on our results of operations and financial results. Our Corporate Office is in the premises situated at Jhilmil Metro Station Complex, is owned by the Delhi Metro Rail Corporation (DMRC). We have taken these premises on a long term lease of fifteen (15) years. There is no assurance that we will be able to renew our lease agreement for our Corporate Office on favourable terms or at all. We also cannot assure you if DMRC will not terminate the lease prior to the agreed term or may terminate the lease for any non-compliance of the lease terms by our Company. Though the Registered Office is owned by Mr. Sanjay Gupta, one of our Promoters, there is no assurance that we will continue to be permitted to use the location of our Registered Office. If we are unable to continue to use the premises for our Corporate Office or Registered Office, we may face additional costs if we are forced to shift premises, and this may adversely affect our business and operations. 28. Our insurance may be insufficient to cover all losses associated with our business operations. We procure insurance for our operations against third-party liability, transportation risks, property loss and damage, and workers compensation for injury and death. Our existing insurance coverage may be insufficient to cover all the risks associated with our business and operations and generally do not cover losses from business interruption. Further, insurance coverage for certain types of risk, and in particular, with respect to certain perishable products that we store and deliver in our temperature-controlled logistics operations, are prohibitively expensive or not available such that we do not maintain coverage on certain types of goods that we store and transport. For example, insurance coverage for handling food and beverages is generally very costly or unavailable. Further, if we are unable to secure vehicular insurance on attractive terms for our reefer trucks, our transportation operations as a part of our temperature-controlled logistics services could be negatively affected. We also cannot assure you that we will renew our existing insurance policies in a timely manner or at all. In the case of an uninsured loss, a loss in excess of insured limits or a loss for which we do not have coverage or coverage is prohibitively expensive, including those caused by natural disasters and other events beyond our control as well as for certain types of perishable goods, we may be required to pay for losses, damages and liabilities out of our own funds, which could materially and adversely affect our business, financial condition and results of operations. Even if our insurance coverage is adequate to cover our direct losses, we may not be able to take remedial actions or other appropriate measures. Furthermore, our claim records may affect the premiums which insurance companies may charge us in the future. 29. Accidents could result in the slowdown or stoppage of our operations and could also cause damage to life and property. We believe that each of our facilities and transport vehicles have adequate equipment to ensure and meet necessary safety standards. However, certain accidents or mishaps may be unavoidable or may occur on account of negligence in complying with prescribed safety standards. Therefore, although we take all necessary steps to ensure safety, accidents, including human fatalities, may occur and there can be no assurance that our safety measures and the precautions undertaken will be completely effective or sufficient. Further, although we maintain third-party liability insurance, the liability incurred may far exceed the insurance cover. Any accident at our facilities or involving our transport vehicles could also harm our reputation. Such accidents, irrespective of the monetary liability, may have an adverse effect on our business and reputation. 30. We experience the effects of seasonality, which may result in our operating results fluctuating significantly. Some of our customers businesses are subject to seasonality, which in turn, affects our business. For instance, our customers in the automobile industry experience higher demands during festival season in India, and our operations from such customers increase accordingly during such periods. As a result of such seasonality, our quarterly financial results may fluctuate significantly. Accordingly, results for any one 26

29 quarter are not necessarily indicative of results to be expected for any other quarter and declines in demand during our peak seasonal periods could materially and adversely affect our business, financial condition or results of operations. 31. Our business is affected by prevailing economic conditions in India and indirectly affected by changes in consumer spending capacity in the sectors we serve within India. Our business is dependent on overall economic conditions in India and any slowdown or other disruption in the production of goods in India or the Indian economy may negatively affect our business in a number of ways, including our financial condition and results of operations. We are also dependent on the macro economic conditions of the various sectors we serve. We cater to customers in a wide variety of sectors, including automotive and engineering, food and agro, FMCG, electronics and technology, paint and dairy. Any disruption or slowdown in these sectors could negatively affect the logistics spending of our customers. Further, any slowdown in consumer spending capacity in India may negatively affect our financial condition and results of operations, since our operations and financial condition are closely linked to the production and consumption of consumer goods in India. Some of our customers are not suppliers of necessity goods, and, consequently, their goods are subject to high price elasticity, and unfavourable economic conditions may result in a reduction of demand for their goods. A fall in the purchasing power of retail and other end consumers, for any reason whatsoever, including rising consumer inflation, changing governmental policies and a slowdown in economic growth may have an adverse effect on our customers revenues, production levels and profitability, and could in turn negatively affect their demand for our services or the terms on which we provide our services to them. 32. Changing regulations in India could lead to new compliance requirements that are uncertain. The regulatory environment in which we, and our key customers, operate is evolving and is subject to change. The Government of India may implement new laws or other regulations that could affect the logistics industry or the sectors we serve, which could lead to new compliance requirements. New compliance requirements could increase our costs or otherwise adversely affect our business, financial condition and results of operations. Further, the manner in which new requirements will be enforced or interpreted can lead to uncertainty in our operations and could adversely affect our operations. For instance, as of July 1, 2017, GST in India replaced taxes levied by central and state governments with a unified tax regime in respect of the supply of goods and services for all of India, which we believe will result in fundamental changes to India s third-party logistics industry. However, given the recent introduction of GST in India, there is no established practice regarding the implementation of, and compliance with, GST. Our business and financial performance could be adversely affected by any unexpected or onerous requirements or regulations resulting from the implementation of GST or any changes in laws or interpretation of existing laws, or the promulgation of new laws, rules and regulations relating to GST. Further, as GST is implemented, there can be no assurance that we will not be required to comply with additional procedures and/or obtain additional approvals and licences from the government and other regulatory bodies or that they will not impose onerous requirements and conditions on our operations. Any such changes and the related uncertainties with respect to the implementation of GST may have a material adverse effect on our business, financial condition and results of operations. 33. Natural disasters, fires, epidemics, acts of war, terrorist attacks, civil unrest and other events could materially and adversely affect our business. Natural disasters (such as typhoons, flooding and earthquakes), epidemics, acts of war, terrorist attacks and other events, many of which are beyond our control, may lead to global or Indian economic instability, which may in turn materially and adversely affect our business, financial condition and results of operations. Our operations may be adversely affected by fires, natural disasters and/or severe weather, which may require us to evacuate personnel or curtail services, may result in damage to a portion of our fleet of vehicles or facilities, resulting in the suspension of operations, and may prevent us from performing services for our customers or generally reduce our productivity. Further, India has witnessed terrorist attacks and civil disturbances in recent years and it is possible that future terrorist attacks or civil unrest as well as other adverse social, economic and political events in India could have a negative effect on us. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect on our business and the price of our Equity Shares. 34. We are required to maintain various licences and permits for our business from time to time. Any failure or delay in obtaining or renewing licences or permits may adversely affect our operations. 27

30 Our business is subject to government regulations and we require certain approvals, licences, registrations and permissions for operating our business, some of which may have expired and for which we may have either made or are in the process of making applications for obtaining the approval or their renewal. In addition, we may not be in compliance with certain conditions prescribed under such approvals or licences. Government licences and approvals may also be tied to numerous conditions, some of which may be onerous to our Company and require substantial expenditures. There is no assurance in the future that the licences, approvals and permits applied for or held by us will be issued, approved or renewed in a prompt manner, or at all, under applicable law. Our failure to obtain or timely renew such licences and approvals and comply with the provisions of the applicable laws and regulations could lead to imposition of sanctions by the relevant authorities, including penalties. Furthermore, our failure to obtain or renew licences and approvals could affect our ability to recover under our insurance policies. For details, please see the section entitled Government and Other Approvals on page 152. Further, applications for approvals, licences, registrations and permissions for operating our business need to be made within certain timeframes and are often subject to the discretion of relevant authorities. We cannot assure you that we would be able to receive these approvals in a timely manner or at all. In addition, certain government approvals and licences are subject to numerous conditions, some of which may be onerous and may require us to incur substantial expenditure. If we are unable to make applications and renew or obtain necessary permits, licences and approvals on acceptable terms, in a timely manner, at a reasonable cost, or at all, it could materially and adversely affect our financial condition and results of operations. For further details, please see the section entitled Government and Other Approvals on page Our inability to deliver products in a timely manner may affect our reputation and business prospects. Time is of the essence in our business. Our third-party logistics operations are dependent upon timely pickup and delivery of products that are stored in our distribution centres or that are otherwise distributed by us. However, distribution of such products may be subject to delays including due to factors beyond our control. Any delay in the delivery of products may result in a breach of the contract with the relevant customer and may be grounds for penalties, fines, other damages or termination of such contract. Any inability to retain our customers may harm our reputation and will have an adverse effect on our financial performance and business prospects. Further, a delay in the distribution of perishable products in our temperature-controlled logistics operations may compromise the integrity and quality of the products and could render us susceptible to litigation from our customers and to potential claims from the end consumers of such products. While, thus far, no material proceedings have been initiated against us in this regard, there can be no assurance that we will not face such risks in future or that we will not be subject to litigation. 36. Our transportation operations depend on our ability to generate sufficient transportation volumes to achieve acceptable profit margins or avoid losses. Our transportation operations are dependent on the availability of sufficient transportation volumes to achieve acceptable margins and avoid losses. The high fixed costs that are typical in our transportation operations do not vary significantly with variations in transportation volumes, and a relatively small change in transportation volumes or the prices we charge to our customers can have a significant effect on our results of operations. Further, difficulties with internal processes or other external adverse influences could lead to shortfalls in revenue. As a result, the success of our business depends on our ability to optimise transportation volumes and revenues. If we are unable to succeed sufficiently at these tasks, we may not be able to achieve acceptable operating or net profit margins, and our business, results of operations and financial condition could be adversely affected. 37. We have had negative net cash flow from investing and financing activities as per restated financial statements. Any negative cash flow in the future would adversely affect our business, results of operations and financial condition. We had negative net cash flow from investing and financing activities in the financial years 2015, 2016 and Our cash flows from investing and financing activities are further detailed in the table below: (Rs. in Lakhs) Particulars For the period ended March 31, 2017 March 31, 2016 March 31, 2015 Net Cash from/ (used) in Investing Activities (924.31) (16.90) (1,176.83) Net Cash from/ (used) in financing Activities (47.10)

31 Cash flow of our Company is a key indicator to show the extent of cash generated from operations to meet capital expenditure, pay dividends, repay loans and to make new investments without raising finance from external resources. There can be no assurance that our net cash flow from operating, investing activities will be positive in the future. Any negative cash flows from operating and investment activities in future would adversely affect our business, results of operations and financial condition. For more information regarding cash flows, please refer to the section titled "Financial Information" beginning on page 133 of this Draft Red Herring Prospectus. Risks Related to India 38. Economic and political instability could adversely affect economic conditions in India and consequently, our business. Our Company is incorporated in India and currently derives all of its revenues from operations in India and all of its assets are located in India. Consequently, our performance and the market price of the Equity Shares may be affected by interest rates, government policies, taxation, social and ethnic instability and other political and economic developments affecting India. Factors that may adversely affect the Indian economy, and hence our results of operations, may include: the macroeconomic climate, including any increase in Indian interest rates or inflation; any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate currency or export assets; any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India and scarcity of financing for our expansions; prevailing income conditions among Indian customers and Indian corporations; epidemic or any other public health in India or in countries in the region or globally, including in India s various neighbouring countries; volatility in, and actual or perceived trends in trading activity on, India s principal stock exchanges; changes in India s tax, trade, fiscal or monetary policies; political instability, terrorism or military conflict in India or in countries in the region or globally, including in India s various neighbouring countries; occurrence of natural or man-made disasters; prevailing regional or global economic conditions, including in India s principal export markets; other significant regulatory or economic developments in or affecting India or its retail sector; international business practices that may conflict with other customs or legal requirements to which we are subject, including anti-bribery and anti-corruption laws; protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased regulations or capital investment requirements; logistical and communications challenges; downgrading of India s sovereign debt rating by rating agencies; difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms and/or a timely basis; and Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely affect our business, results of operations and financial condition and the price of the Equity Shares. 39. Financial instability in other countries may cause increased volatility in Indian financial markets. The Indian market and the Indian economy are influenced by economic and market conditions in other countries, including conditions in the United States, Europe and certain emerging economies in Asia. Financial turmoil in Asia, Russia and elsewhere in the world in recent years has adversely affected the Indian economy. Any worldwide financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector and us. Although economic conditions vary across markets, loss of investor confidence in one emerging economy may cause increased volatility across other economies, including India. Financial instability in other parts of the world could have a global influence and thereby negatively affect the Indian economy. Financial disruptions could materially and adversely affect our business, prospects, financial condition, results of operations and cash flows. The global credit and equity markets have experienced substantial dislocations, liquidity disruptions and market corrections. The dislocation of the sub-prime mortgage loan market in the United States since September 2008, and the more recent European sovereign debt crisis, has led to increased liquidity and credit concerns and volatility in the global credit and financial markets. These and other related events have had a significant adverse effect on the global credit and financial markets as a whole, including reduced liquidity, 29

32 greater volatility, widening of credit spreads and a lack of price transparency in the global credit and financial markets. Recent concerns relating to the U.S. Federal Reserve s decision to raise interest rates in the United States have led to increased volatility, particularly in the stock and currency markets in emerging economies. In addition, China is one of India s major trading partners, and there are rising concerns of a possible slowdown in the Chinese economy. The sovereign rating downgrades for Brazil and Russia (and the imposition of sanctions on Russia) have also added to the growth risks for these markets. These factors may also result in a slowdown in India s export growth. In response to such developments, legislators and financial regulators in the United States and other jurisdictions, including India, implemented a number of policy measures designed to add stability to the financial markets. However, the overall long-term effect of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have had the intended stabilising effects. Any significant financial disruption could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. 40. If inflation rises in India, increased costs may result in a decline in profits. Inflation rates in India have been volatile in recent years, and such volatility may continue. Increasing inflation in India could cause a rise in the costs of transportation, fuel, rent, wages, raw materials and other expenses. If we are unable to increase our revenues sufficiently to offset our increased costs due to inflation, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. Risks Relating to the Offer 41. Our Promoter will continue to hold a significant equity stake in our Company after the Offer. Further, our Promoter has other interests in our Company in addition to its equity shareholding. Following completion of the Offer, our Promoter will continue to hold 69.96% of our Equity Share capital. Our Promoter will therefore have the ability to influence our operations significantly. This will include the ability to appoint Directors to our Board and the right to approve significant actions at Board and at shareholders meetings including issue of Equity Shares, payment of dividends, determining business plans and mergers and acquisitions strategy. Further, if, in the future, our Promoter is unwilling to dilute its equity stake in our Company and does not, or is unable to, fund us, our growth may be affected. In addition, the trading price of the Equity Shares could be materially adversely affected if potential new investors are disinclined to invest in us because they perceive disadvantages to a large shareholding being concentrated in our Promoter. For details of the stake in our Company held by our Promoter, please see the section entitled Capital Structure on page 55. For details of interests of our Promoter in our Company, please see the section entitled Our Promoter and Promoter Group Business Interests on page We cannot assure payment of dividends on the Equity Shares in the future. While our dividend policy is as set out in the chapter entitled Dividend Policy on page 132 of this Draft Red Herring Prospectus, the amount of future dividend payments by our Company, if any, will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditures, applicable Indian legal restrictions and other factors. Our Company may decide to retain all of its earnings to finance the development and expansion of its business and therefore, we may not declare dividends on the Equity Shares. Additionally, we may, in the future, be restricted by the terms of our loan agreements to make any dividend payments unless otherwise agreed with the lenders. 43. After the Offer, the price of our Equity Shares may become highly volatile, or an active trading market for our Equity Shares may not develop. The price of our Equity Shares on the Stock Exchanges may fluctuate after the Offer as a result of several factors, including: volatility in the Indian and global securities market; our operations and performance; performance of our competitors; adverse media reports about us or the Indian logistics sector generally; changes in the estimates of our performance or recommendations by financial analysts; significant developments in India s economic liberalisation and deregulation policies; and significant developments in India s fiscal regulations. There has been no public market for the Equity Shares of our Company and the price of the Equity Shares may fluctuate after the Offer. If the stock price of the Equity Shares fluctuates after the Offer, investors could lose a significant part of their investment. As at the date of this Draft Red Herring Prospectus, there is no market for the Equity Shares. Following the Offer, the Equity Shares are expected to trade on the Stock Exchanges. There can be no assurance that active trading in the Equity Shares will develop after the Offer or, if such trading develops, that it will continue. Investors might not be able to sell the Equity Shares rapidly at the quoted price if there is no active trading in the Equity Shares. 30

33 44. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares. Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange held for more than 12 months as a capital asset will be subject to capital gains tax in India with effect from February 1, 2018, in addition to the Securities Transaction Tax ( STT ) on the transaction. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Any gain realised on the sale of equity shares held for more than 12 months to an Indian resident, which are sold other than on a recognised stock exchange and on which STT has been paid, will be subject to long-term capital gains tax in India to the tune of ten percent (10%). Further, any gain realised on the sale of listed equity shares held for a period of 12 months or less will be subject to short-term capital gains tax in India. In addition, any gain realised on the sale of listed equity shares for a period of 12 months or less which are sold other than on a recognised stock exchange and on which no STT has been paid, will be subject to short term capital gains tax at a higher rate than a transaction where STT has been paid. Capital gains arising from the sale of the equity shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided for under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the equity shares. 45. The Offer Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Offer. The initial public offering price will be determined by the Book Building Process and may not be indicative of prices that will prevail in the open market following the Offer. The market price of the Equity Shares may be influenced by many factors, some of which are beyond our control, including: the failure of research analysts to cover the Equity Shares after this Offer, or changes in the estimates of our performance by analysts; the activities of competitors and suppliers; future sales of the Equity Shares by our Company or our shareholders; investor perception of us and the industry in which we operate; our half yearly or annual earnings or those of our competitors; developments affecting fiscal, industrial or environmental regulations; the public s reaction to our press releases and adverse media reports; and general economic conditions. As a result of these factors, investors may not be able to resell their Equity Shares at or above the initial public offering price. In addition, the stock market often experiences price and volume fluctuations that are unrelated or disproportionate to the operating performance of a particular company. These broad market fluctuations and industry factors may materially reduce the market price of the Equity Shares, regardless of our Company s performance. There can be no assurance that the investor will be able to resell their Equity Shares at or above the Offer Price. Prominent Notes to Risk Factors 1. Initial Public Offer of up to 30,90,000 Equity Shares of face value of Rs. 10/- each fully paid for cash at price of Rs. [ ] (including a premium of Rs. [ ]) aggregating up to Rs. [ ] of which 1,54,800 Equity Shares of face value of Rs. 10/- each will be reserved for subscription by Market Maker to the Issue ( the Market Maker Reservation Portion ). The issue less the Market Maker Reservation i.e. Net Issue of 29,35,200 Equity Shares of face value of Rs. 10 each is hereinafter referred to as the Net Issue. The Issue and Net Issue will constitute 30.01% and 28.50% respectively of the Post Issue Paid-up Capital of the Company. 2. For six (6) months period ended September 30, 2017 and as at March 31, 2017 and March 31, 2016 our Company s net worth was Rs lakh, Rs lakh and Rs lakh respectively as per our Company s Restated Financial Statement. 3. For six (6) months period ended September 30, 2017 and as at March 31, 2017 and March 31, 2016, the net asset value per Equity Share before considering bonus issue was Rs.60.43, Rs and Rs

34 respectively and after considering bonus issue was Rs , Rs and Rs respectively as per our Company s Restated Financial Statement. 4. The average cost of acquisition of Equity Shares by Mr. Sanjay Gupta; Ms. Asha Gupta and Ms. Niti Gupta is Rs.5.88; Rs.6.05; and Rs The average cost of acquisition per Equity Share by our Promoters has been calculated by taking the average of the amounts paid by each of our Promoters to acquire the Equity Shares. Name of the Promoters Number of Shares held Average Cost of Acquisition (in Rs.) Mr. Sanjay Gupta 12,32, Ms. Asha Gupta 54,82, Ms. Niti Gupta 4,89, For further details, please refer to section titled "Capital Structure" beginning on page 55 of this Draft Red Herring Prospectus. 5. For details on related party transactions and loans and advances made to any company in which Directors are interested, please refer Related Party Transaction under chapter titled Financial Statements as restated beginning on page 131 of this Draft Red Herring Prospectus. 6. Investors may note that in case of over-subscription in the Offer, allotment to Retail applicants and other applicants shall be on a proportionate basis. For more information, please refer to the chapter titled Issue Structure beginning on page 174 of this Draft Red Herring Prospectus. 7. Except as disclosed in the chapter titled Capital Structure, Our Promoter and Promoter Group, Our Management and Related Party Transaction beginning on pages 55, 126,and 131 respectively, of this Draft Red Herring Prospectus, none of our Promoter, Directors or Key Management Personnel has any interest in our Company. 8. Except as disclosed in the chapter titled Capital Structure beginning on page 55 of this Draft Red Herring Prospectus, we have not issued any Equity Shares for consideration other than cash. 9. Trading in Equity Shares of our Company for all investors shall be in dematerialized form only. 10. Investors are advised to refer to the chapter titled Basis for Issue Price beginning on page 75 of the Draft Red Herring Prospectus. 11. Our Company was originally incorporated as a private limited company, at Delhi, India under the Companies Act, 1956 in the name of AVG Logistics Private Limited by way of Certificate of Incorporation dated January 25, Further, pursuant to conversion of our Company to a public limited company, a fresh certificate of incorporation was issued by Registrar of Companies, Delhi on February 21, For details of changes in name and registered offices of our Company, please refer to the section titled "History and Certain Corporate matters" beginning on page 109 of this Draft Red Herring Prospectus. 12. There has been no financing arrangement whereby our Promoter Group, directors of our Promoter, our Directors and their relatives have financed the purchase by any other person of securities of our Company other than in normal course of the business of the financing entity during the period of six (6) months immediately preceding the date of filing of the Draft Red Herring Prospectus. 13. For any complaints, information or clarifications pertaining to the Issue, investors may contact the BRLM who has submitted the due diligence certificate to SEBI. 32

35 SECTION III: INTRODUCTION SUMMARY OF INDUSTRY The information in this section includes extracts from publicly available information, data and statistics and has been derived from various government publications and industry sources. Neither we nor any other person connected with the Issue have verified this information. The data may have been re-classified by us for the purposes of presentation. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based on such information. You should read the entire Draft Red Herring Prospectus, including the information contained in the sections titled Risk Factors and Financial Statements and related notes beginning on page 17 and 133 Draft Red Herring Prospectus. Overview of Logistics Industry The growth of the global logistics market is directly related to the development of international trade flow and the current economic environment. Asia Pacific and North America appear to be the most attractive markets for logistics, particularly when it comes to contract service such as third-party logistics. The global logistics market to grow at a CAGR of 6.54% during the period The growth of the global logistics market is directly related to the development of international trade flow and the current economic environment. Asia Pacific and North America appear to be the most attractive markets for logistics, particularly when it comes to contract service such as third-party logistics. The global logistics market to grow at a CAGR of 6.54% during the period The report covers the present scenario and the growth prospects of the global logistics market for To calculate the market size, the report considers the revenue generated by different vendors through the sales of logistics services to various industries that include manufacturing, consumer goods, F&B, automotive, and others. There are three major logistics model under global logistics, namely, second-party logistics (2PL), thirdparty logistics (3PL), and fourth-party logistics (4PL). The report also includes a discussion of the key vendors operating in this market. (Source: In the wake of globalization, the importance of logistics is increasing as more and more, both national and multi-national companies are sourcing, manufacturing and distributing their products and services on a global scale. Thus, the recognition of performance of logistics industry would become prime importance of economic development for India in long term. Favourable government trade policies have resulted in an increased demand for logistics services to keep pace with the increased logistics needs of importers and exporters which provides opportunity for expansion to the existing vendors. Indian Logistic Industry The Indian logistics industry is estimated to be worth around US$ 160 billion in and has grown at a compound annual growth rate (CAGR) of 7.8 per cent over the past five years. Considering the impact of implementation of the Goods and Services Tax (GST), the Indian logistics market is expected to reach about US$ 215 billion in , growing at a CAGR of10.5%. Improved logistics have huge implications on increasing exports, as a 10% decrease in indirect logistics cost can contribute to around5-8% of extra exports. India has improved its ranking in the Logistics Performance Index (LPI) from 54 in 2014 to 35 in 2016 (Table 7).However, compared to countries like Singapore (rank 5), South Africa (20), Taiwan (25) and China(27), India has some way to go. 33

36 Logistics: Challenges and suggested Action Plan High cost of logistics impacting competitiveness in domestic & global market Unfavorable modal mix (Roadways 60%, Railways 30%) and inefficient fleet mix Under-developed material handling infrastructure and fragmented warehousing Multiple regulatory/policy making bodies with procedural complexities including cumbersome and duplicate processes. High dwell time and lack of seamless movement of goods across modes. Suggested Action Plan Formulation of National Integrated Logistics Policy to bring in greater transparency and enhance efficiency in logistics operations. Develop integrated IT Platform as a single window for all logistics related matters. This portal will have linkages with the IT systems of Railways, Road transport & Highways, Shipping, Civil Aviation, CBEC, State Transport departments, etc. and act as a Logistics marketplace Usher in ease of documentation, faster clearance, digitization. Bring down logistics cost to less than 10% of GDP by 2022 Faster clearances for setting up of logistics infrastructure like Multi-modal logistic parks (MMLPs), Container Freight Container Freight Station (CFS), Air Freight Station (AFS) & Inland Container Depot (ICD). Introduce professional standards and certification for service providers Promote introduction of high-end technologies like high-tech scanning equipment, RFID, GPS, EDI, online Track& Trace systems in the entire logistics network. Improve Logistics skilling in the country and increase jobs in Logistics sector to 40 million by (Source: Economic Survey II) Road Transport in India Road transportation is a USD 1.5 trillion industry globally. In India it is an especially significant sector, given our reliance on roads for freight transport. Over 60% of total freight in India is transported by road, and road transportation is estimated to be a USD 96 billion industry. Experts expect this industry to grow at a compounded annual rate of 15% over the next 5 years, more than double the expected rate of growth of the economy. Low entry barriers characterize the Indian trucking market, making it owner-operator driven on the supply side. Moreover, over 90% of the industry comprises of transporters with 25 fleets of under six vehicles. As is common in markets where supply is fragmented and geographically dispersed (another classic example being real-estate), trucking has many intermediaries that help match demand and supply. These agents tend to specialize in certain routes or regions and often provide other services like documentation and carrier verification as well. 34

37 In general, freight transportation tends to be far more complex than moving people. Different types of freight have different handling and storage requirements, some of which may require the use of specialized vehicles like tankers and reefers. Even standard vehicles vary based on length and tonnage. Trucking landscape in India can be segregated as follows: By distance: Long haul trucking refers to inter-city trips and short haul refers to intra city trucking within a50 km radius. The latter usually involves the use of mini-trucks (under 3.5 tonnes) and vans to counter traffic congestion and transportation restrictions. By time sensitivity: Express trucking involves operations where routes and departure times are fixed. Express trucks do not halt enroute even on long trips and often have two drivers who drive in relay. By consignment size: Trucking may further be split into Full Truckload (FTL) and Less Than Truckload (LTL). The terms are self-explanatory, where for FTL, shippers can book the whole truck, for LTL, only part space can be booked. LTL shippers may need to wait up to a week for goods to be shipped as the carrier tries to fill a truck load with multiple shipments. Experts estimate the Indian LTL market to be lower than 1% of the total road freight Lack of standardization of trucks and cargo make LTL an underdeveloped and low margin market in India. Because trucking is fragmented and heavily intermediated, the industry suffers from opaque pricing, which gets exacerbated during demand spikes in harvest and holiday seasons. Trucking brokerage rates can vary between INR 500 to INR 2000 or in the range of 7 15% of freight value per transaction. Industry margins depend on macro factors like economic growth, taxes and legislation as well as on fuel prices (which make up close to 50% of total freight transport cost). 35

38 The key industry participants include the transport operators which are the trucking companies, and which solicit freight and convey it from one location to another. The transport operators or freight transportation services providers can be broadly classified as small fleet operators (SFOs), medium fleet operators (MFOs) and large fleet operators (LFOs) on the basis of number of trucks they own or control. For further details, please refer to section titled "Industry Overview" beginning on page 79 of this Draft Red Herring Prospectus. 36

39 SUMMARY OF BUSINESS Business Overview We are an organised third-party logistics service operator offering logistics solutions to a wide range of customers. We offer Full Truck Load (FTL) and hub-and-spoke transportation model and warehousing services to select clients with pan-india distribution network and automated technology systems. Our customers operate in various sectors across India, including automotive and heavy engineering, telecom, food and agro, fast-moving consumer goods ( FMCG ), paint and dairy. We believe our business model enables us to act as a service provider that can comprehensively cover our customers logistics requirements. We provide solutions that enable our customers to leverage our distribution network which optimises the performance, cost and efficiency of their supply chains, shortening their lead-time to market resulting in lower inventory costs to the customer. We offer our customers services in three key areas (1) Transportation whereby we provide point-to-point, lessthan truck-load, time-definite transportation services; (2) Warehousing whereby we provide warehousing, distribution and cold-chain warehousing; and (3) Value-added Services including, temperature-controlled logistics, supply chain solutions and cargo handling services at integrated check posts. As of September 30, 2017, we have five (5) trans-shipment centres at Guwahati, Bangalore, Hyderabad, Delhi- UP border, and Kundli (Delhi-Haryana border) and forty nine (49) branches across India, covering twenty three (23) states as of September 30, We operate two hundred sixty four (264) owned containerised vehicles which are GPS-enabled vehicles, of which eighty five (85) are refrigerated (reefer) trucks. We provide warehousing facilities to select customers and our warehouses are well connected to several manufacturing and consumption clusters in India aggregating to 3.54 lakh square feet. We have warehouses in Modinagar, Ghaziabad, Delhi and Panipat. We are in the process of setting up additional large format, multi-user warehouses in certain strategic locations and have acquired land at Agartala in Tripura and Mysore in Karnataka adding 1.08 lakhs square feet which will enable the expansion of our warehousing space to 4.62 lakhs square feet by April, We have adopted technology and processes, including (i) a system on loading and unloading of orders with accuracy; (ii) GPS-enabled trucks that provide real-time visibility of shipments; (iii) data logger for controlling temperature in reefers and (iv) driver and truck management systems. Our warehouses are equipped with information and technology services like warehouse management systems (WMS) for optimal management and storage in the warehouse. We are certified for Quality Management Systems (ISO ) and have certifications from IBA, SEDEX, and FSSAI license for compliance of their standards. We have received the ASSOCHAM Excellence Award Best Logistics Company of the year For Fiscals 2017, 2016 and 2015, our revenue from operations was Rs. 19, Lakhs, Rs Lakhs and Rs. 18, Lakhs, respectively, representing a CAGR of 2.07% during the last three Fiscals. For Fiscals 2017, 2016 and 2015, our net profit was Rs Lakhs, Rs Lakhs and Rs Lakhs, respectively, representing a CAGR of 11.56% during the last three Fiscals. For Fiscals 2017, 2016 and 2015, our EBITDA was Rs Lakhs, Rs Lakhs and Rs Lakhs, respectively, representing a CAGR of 8.07% during the last three Fiscals. Our Strengths We are an integrated service provider with an extensive network of branches in a fast-growing third-party logistics market. We are an integrated service provider with five (5) trans-shipment centres for LTL (less than truck load) at Guwahati, Bangalore, Hyderabad, Delhi-UP border, and Kundli (Delhi-Haryana border), forty nine (49) branches spread across India covering 23 states in India. The locations of branches and delivery network enables us to provide our customers with access to multiple destinations for booking and delivery of goods across India. For a map showing our facilities across India, please see Our Business Our Operations. We provide certain value-added services as a part of our warehousing services and also design the layout of the value-added services area, the level of technology and automation required and the processes based on the variety and volume of goods being processed. We offer certain additional services to our customers based on their unique requirements like freight forwarding services and cargo handling in respect of goods imported and exported into and outside India, as well as customs clearance to ensure compliance with Indian import-export regulations. We 37

40 also provide our customers a mix of transportation services i.e. both road and rail, through the Container Corporation of India (CCI) and Indian Railways for express delivery of their shipments. Extensive owned fleet of vehicles We have a low carbon emitting young fleet of Tata Motors, Ashok Leyland and Eicher trucks equipped with a wide range of cargo loads beginning from 1 Ton, used for pick-up and delivery and 9 Ton to 20 Ton used for long haul transportation. The ratio of owned to third party vehicles used in operations us about 1:3 in the FY We own two sixty four (264) containerized GPS-enabled vehicles of which eight five (85) are refrigerated (reefer) trucks. All of our vehicles ensure timely transport with minimal damage to goods, regardless of weather conditions. Our temperature-controlled reefer trucks maintain a temperature-controlled environment to ensure proper handling of perishable products throughout the transportation process. Comprehensive solution for transportation requirements. We provide comprehensive third-party logistics services through transportation, warehousing and temperaturecontrolled logistics at competitive rates. We provide end-to-end customised logistics, warehousing and supply chain solutions for certain select customers. Our ability to manage most of the supply chain requirements of our customers enables our customers to reduce the number of service providers they engage. Our logistics offerings also present us with cross-selling opportunities for providing warehousing facilities to the customers and other value added services. Diverse customer base across many sectors. Our customer base spans many sectors, including retail, pharmaceutical, telecom, automotive and heavy engineering, food and agro, FMCG, paint and dairy. We have a diversified customer base in each of the sectors we serve, including Indian corporate groups and multinational companies. We believe we are well positioned in the logistics industry in India, given our experience and infrastructure suited to serve a wide range of sectors. Over the years, we have built strong customer relations, demonstrating the value proposition we provide and positioning us for expected further growth. We have installed technology and automation. We have adopted technology and automated processes for meeting client-specific needs. We have made investments to implement automated technology and processes in order to increase capacity, operating efficiency and costs saving thereby improving our profitability and allowing us to customise services to suit our requirements and those of our customers. We have adopted various technologies and automation in our business, including (i) our Transport Management System ( TMS ), which provides shipment-level visibility from pickup, to delivery, to billing as well as routing solutions, and is also linked to our enterprise resource planning system, (ii) our Vehicle Tracking System ( VTS ), which enables our customers to track their goods online and in real-time while in transit; (iii) remote access to our delivery vehicles and (iv) a real-time data logging system that enables us to monitor temperature variations in our distribution centres and our reefer trucks used in our temperature-controlled logistics services. Experienced management team. We have a management team with vast experience in the logistics industry. The quality of our management team has been critical in achieving our business results. All members of our senior management team have substantial experience. Our Managing Director and CEO Mr. Sanjay Gupta, has over thirty (30) years of experience in the logistics sectors.. Experience in this industry is the key in driving business growth and provides thought leadership on making operations more efficient and productive, including with the use of technology. Our management team is responsible for formulating our strategy, managing our service areas, diversifying our business and sector mix, ensuring strong operating and technology platforms and expanding our customer relationships. Further, our management team enables us to conceptualise and develop new services, effectively markets our services, and develop and maintain relationships with our customers and vendors. Over the years we have had a low attrition rate thereby reducing delays and disruptions in our operations. For further information relating to our management, please see the section entitled Our Management on page

41 Brief Restated Financials of Our Company (Rs in Lakhs) Particulars As on September 30, 2017 As on March 31, 2017 As on March 31, 2016 As on March 31, 2015 Share Capital Reserves 2, , , Net worth 2, , , , Total Revenue 10, , , , EBITDA 1, , , , PAT The following table sets forth the revenue from operations attributable to our key service areas for Fiscals 2017, 2016 and 2015: (Rs. In Lakhs) Particulars September 30, 2018 March 31, 2017 March 31, 2016 March 31, 2015 Revenue from Operations Warehousing Income , , Transportation Income 18, , , Total 10, , , , The following map shows our network of trans-shipment centres, branches and warehousing facilities used throughout our logistics offerings: 39

47 THE ISSUE The following is the summary of the Issue. Issue of Equity Shares Out of which: Market Maker Reservation Portion Net Issue to the Public Out of which: Allocation to QIBs Allocation to Retail Individual Investors for upto Rs.2.00 lakhs Allocation to other investors for above Rs.2.00 lakhs Pre and Post-Issue Equity Shares Equity Shares outstanding prior to the Issue Equity Shares outstanding after the Issue Objects of the Issue Upto 30,90,000 Equity Shares of Rs.10 each fully paid-up of our Company for cash at a price of Rs.[ ] per Equity Share aggregating to Rs.[ ] lakhs. Upto 1,54,800 Equity Shares of Rs.10 each fully paid-up of our Company for cash at a price of Rs.[ ] per Equity Share aggregating to Rs.[ ] lakhs. Upto 29,35,200 Equity Shares of Rs.10 each fully paid-up of our Company for cash at a price of Rs.[ ] per Equity Share aggregating to Rs.[ ] lakhs. Not more than 14,66,400 Equity Shares of Rs.10 each fully paid-up of our Company for cash at a price of Rs.[ ] per Equity Share aggregating to Rs.[ ] lakhs. Not less than 10,27,200 Equity Shares of Rs.10 each fully paid-up of our Company for cash at a price of Rs.[ ] per Equity Share aggregating to Rs.[ ] lakhs. Not less than 4,41,600 Equity Shares of Rs.10 each fully paid-up of our Company for cash at a price of Rs.[ ] per Equity Share aggregating to Rs.[ ] lakhs. 72,08,000 Equity Shares of Rs.10 each 1,02,98,000 Equity Shares of Rs.10 each Please refer to the section titled "Objects of the Issue" beginning on page 65 of this Draft Red Herring Prospectus. This issue is being made in terms of Chapter XB of the SEBI (ICDR) Regulations. For further details, please refer to section titled "Issue Related Information" beginning on page 167 of this Draft Red Herring Prospectus. Allocation to all categories shall be made on a proportionate basis subject to valid Bids received at or above the Issue Price. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other categories or a combination of categories at the discretion of our Company in consultation with the BRLM and NSE. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules, regulations and guidelines. The present issue has been authorised by our Board by way of resolution passed at its meeting held on February 01, 2018 and by our Shareholders by way of a special resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013 at the EGM held on February 06,

51 Registrar to the Issue and Share Transfer Agents The list of the RTAs eligible to accept Bid cum application forms at the Designated RTA Locations, including details such as address, telephone number and address, are provided on the websites of Stock Exchange of NSE at as updated from time to time. Collecting Depository Participants The list of the CDPs eligible to accept Bid cum application forms at the Designated CDP Locations, including details such as name and contact details, are provided on the websites of Stock Exchange of NSE at as updated from time to time. The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the application forms from the Designated Intermediaries will be available on the website of the SEBI ( and updated from time to time. Experts Our Company has received written consent from the Statutory Auditors namely, M/s. Prakash K Prakash, Chartered Accountants to include their name as required under Section 26(1)(a)(v) of the Companies Act, 2013 in this Draft Red Herring Prospectus and as an "Expert" as defined under Section 2(38) of the Companies Act, 2013, in respect of the reports of the Statutory Auditors on the Restated Financial Statements, each dated and the Statement of Tax Benefits dated , included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received written consent from M/s. Prakash K Prakash, Chartered Accountants to include their name as required under Section 26(1)(a)(v) of the Companies Act, 2013 in this Draft Red Herring Prospectus and as an "Expert" as defined under Section 2(38) of the Companies Act, 2013 in respect to the industry report, included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Brokers to the Issue All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue. Credit Rating As the Issue is of Equity Shares, credit rating is not required. Trustees As the Issue is of Equity Shares, the appointment of trustees is not required. Debenture Trustees As the Issue is of Equity Shares, the appointment of Debenture trustees is not required. IPO Grading Since the issue is being made in terms of Chapter XB of the SEBI (ICDR) Regulations there is no requirement of appointing an IPO Grading agency. Monitoring Agency In terms of Regulation 16(1) of the SEBI (ICDR) Regulations, since the size of the present Issue is less than Rs.10,000 lakhs, our Company is not required to appoint a monitoring agency for the purposes of this Issue. Although in terms of the Securities Listing Regulations, the Audit Committee of our Company, would be monitoring the utilization of the proceeds of the Issue. 49

52 Appraising Entity None of the purposes for which the Net Proceeds are proposed to be utilized have been financially appraised by any banks or financial institution. Book Building Process The Book Building Process, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring Prospectus and the Bid-cum-Application Forms. The Price Band, the Bid lot size for the issue will be decided by our company and in consultation with the BRLM, which would be announced at least five (5) Working Days before the opening of the Bid/Issue. The Issue Price shall be determined by our Company, in consultation with the BRLM, in accordance with the Book Building Process, after the Bid/ Issue Closing Date. Principal parties involved in the Book Building Process are:- Our Company; The Book Running Lead Manager in this case being Systematix Corporate Services Limited, the Syndicate Member(s) who are intermediaries registered with SEBI/ registered as brokers with National Stock Exchange of India Limited and eligible to act as Underwriters. The Syndicate Member(s) will be appointed by the BRLM; The Registrar to the Issue and The Designated Intermediaries In accordance with the SEBI Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise or withdraw their Bids prior to the Bid/Offer Closing Date. We will comply with the SEBI (ICDR) Regulations and any other ancillary directions issued by SEBI for this Issue. In this regard, we have appointed Systematix Corporate Services Limited as the Book Running Lead Manager, respectively to manage the Issue and procure subscriptions to the Issue. The process of Book Building under the SEBI (ICDR) Regulations is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid or application in the Issue. Illustration of Book Building Process and Price Discovery Process For an illustration of the Book Building Process and the price discovery process, please refer to section titled "Issue Procedure Part B Basis of Allocation Illustration of Book Building Process and Price Discovery Process" beginning on page 179 of this Draft Red Herring Prospectus Steps to be taken by the Bidders for Bidding: (1) Check eligibility for making a Bid (see chapter titled Issue Procedure on page 179of this Draft Red Herring Prospectus; (2) Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum Application Form; (3) Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the Depositories. (4) Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials appointed by the courts, who may be exempt from specifying their PAN for transacting in the securities market, for Bids of all values ensure that you have mentioned your PAN allotted under the Income Tax Act in the Bid cum Application Form. The exemption for Central or State Governments and officials appointed by the courts and for investors residing in Sikkim is subject to the Depositary Participant s verification of the veracity of such claims of the investors by collecting sufficient documentary evidence in support of their claims (5) Ensure that the Bid cum Application Form is duly completed as per instructions given in the Prospectus and in the Bid cum Application Form; Bid / Issue Programme An indicative timetable in respect of the Issue is set out below: 50

53 Events Bid / Issue Opening Date Bid / Issue Closing Date Finalisation of Basis of Allotment with the Designated Stock Exchange Allotment of Shares / Unblocking of Funds Credit of Equity Shares to demat accounts of Allottees Commencement of trading of the Equity Shares on the Stock Exchange Indicative Date [ ] [ ] [ ] [ ] [ ] [ ] The above timetable is indicative and does not constitute any obligation on our Company or the BRLM. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken within 6 Working Days of the Bid/Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid/Issue Period by our Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws. Bids and revision of Bids, shall be accepted only between a.m. and 5.00 p.m. (IST) during the Bid/Issue Period as mentioned above at the Bidding centers and designated branches of SCSBs as mentioned in the Bid Cum Application Form. On the Bid/Issue Closing Date, the Bids and any revision in the Bids shall be accepted only between a.m. and 3.00 p.m. (IST) and shall be uploaded until (i) 4.00 p.m. (IST) in case of Bids by QIB Bidders and Non-Institutional Bidders, and (ii) until 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLM to the Stock Exchanges. It is clarified that Bids not uploaded on the electronic bidding system would be rejected. Bids will be accepted only on Working Days, i.e. Monday to Friday (excluding any public holiday). Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/ Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Bid/ Issue Closing Date. All times mentioned in this Draft Red Herring Prospectus are Indian Standard Times. Bidders are cautioned that in the event a large number of Bids are received on the Bid/ Issue Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only on Business Days. Neither our Company nor the Book Running Lead Manager or the Syndicate Member is liable for any failure in uploading the Bids due to faults in any software/hardware system or otherwise. QIBs and Non-Institutional Investors shall neither withdraw nor revise their Bids so as to lower the size of their Bid at any stage after they have Bid for the Issue. QIBs and Non-Institutional Investors may revise their Bids upwards (in terms of quantity of Equity Shares or the Bid Amount) during the Bid/Offer Period. Such upward revision must be made using the Revision Form. Our Company in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. In case of revision of the Price Band, the Bid/Issue Period will be extended for at least three additional working days after revision of Price Band subject to the Bid/ Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a press release and also by indicating the changes on the websites of the Book Running Lead Manager and at the terminals of the Syndicate Member. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid Cum Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchange 51

54 may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid Cum Application Form, for a particular ASBA Bidder, the Registrar to the Issue shall ask the relevant SCSBs / Syndicate Member / RTAs / DPs / Stock Brokers, as the case may be, for rectified data. Withdrawal of the Issue Our Company in consultation with the BRLM, reserve the right not to proceed with the Issue at any time before the Issue Opening Date without assigning any reason thereof. If our Company withdraws the Issue anytime after the Issue Opening Date but before the allotment of Equity Shares, a public notice within two (2) Working Days of the Issue Closing Date, providing reasons for not proceeding with the Issue shall be issued by our Company. The notice of withdrawal will be issued in the same newspapers where the pre-issue advertisements have appeared and the Stock Exchange will also be informed promptly. The BRLM, through the Registrar to the Issue, will instruct the SCSBs to unblock the ASBA Accounts within one (1) working Day from the day of receipt of such instruction. If our Company withdraws the Issue after the Issue Closing Date and subsequently decides to proceed with an Issue of the Equity Shares, our Company will file a fresh Draft Red Herring Prospectus with the stock exchange where the Equity Shares may be proposed to be listed. Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange with respect to the Equity Shares issued through the Draft Red Herring Prospectus, which our Company will apply for only after Allotment; and (ii) the final RoC approval of the Prospectus. Underwriting The Issue is 100% underwritten by the BRLM in their capacity of Underwriter to the issue. Pursuant to the terms of the Underwriting Agreement dated February 21, 2018 entered into by us with Underwriters, the obligations of the Underwriters are subject to certain conditions specified therein. The Underwriters are registered with SEBI or registered as brokers with the stock exchange. The Details of the Underwriting commitments are as under: (Rs. in lakhs) Name, Address, Telephone, Fax, and of the Underwriters Systematix Corporate Services Limited A/ , The Capital, Plot No. C 70, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai , Maharashtra, India. Telephone: Facsimile: Contact Person: Ritu Sharma Website: SEBI registration number: INM CIN: L91990MP1985PLC Indicated number of Equity Shares to be Underwritten* Amount Underwritten** % of the total Issue size Underwritten 2,730,000 [ ] 100% * Includes 1,54,800 Equity shares of the Market Maker Reservation Portion which are to be subscribed by the Market Maker in its own account **After the determination of the Issue Price, our Company will enter into the Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Issue. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions specified therein. In the opinion of the Board of Directors of our Company, the resources of the abovementioned Underwriter are sufficient to enable them to discharge their respective obligations in full. 52

55 Details of Market Making Arrangement for the Issue Our Company has entered into Market Making Agreement dated February 21, 2018 with the following Market Maker to fulfill the obligations of Market Making for this issue: Name Systematix Shares & Stocks (India) Limited Correspondence Address: A/ , The Capital, Plot No. C 70, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai , Maharashtra, India. Tel No.: Fax No.: Website: Contact Person: Rajkumar Gupta SEBI Registration No: INB / INF / INE The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations and the circulars issued by the NSE and SEBI regarding this matter. Following is a summary of the key details pertaining to the Market Making Arrangement: 1. The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance for each and every black out period when the quotes are not being offered by the Market Maker(s). 2. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other particulars as specified or as per the requirements of the NSE EMERGE Platform and SEBI from time to time. 3. The minimum depth of the quote shall be Rs.1,00,000. However, the investors with holdings of value less than Rs.1,00,000 shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) in that scrip provided that he sells his entire holding in that scrip in one lot along with a declaration to the effect to the selling broker. 4. The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the EMERGE Platform of NSE (in this case currently the minimum trading lot size is [ ] equity shares; however the same may be changed by the EMERGE Platform of NSE from time to time). 5. After a period of three (3) months from the market making period, the Market Maker would be exempted to provide quote if the Shares of Market Maker in our Company reaches to 25% of Issue Size. Any Equity Shares allotted to Market Maker under this Issue over and above 1,54,800 Equity Shares would not be taken in to consideration of computing the threshold of 25% of Issue Size. As soon as the Shares of Market Maker in our Company reduces to 24% of Issue Size, the Market Maker will resume providing two (2) way quotes. 6. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be monitored by the Stock Exchange. The spread (difference between the sell and the buy quote) shall not be more than 10% or as specified by the Stock Exchange. Further, the Market Maker (s) shall inform the exchange in advance for each and every black out period when the quotes are not being issued by the Market Maker (s). 7. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory through market making process, NSE may intimate the same to SEBI after due verification. 8. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes given by him. 9. There would not be more than five (5) Market Makers for a script at any point of time and the Market Makers may compete with other Market Makers for better quotes to the investors. 53

56 10. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen as per the equity market hours. The circuits will apply from the first day of the listing on the discovered price during the pre-open call auction. 11. The Marker Maker may also be present in the opening call auction, but there is no obligation on him to do so. 12. There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully from the market for instance due to system problems, any other problems. All controllable reasons require prior approval from the Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the Exchange for deciding controllable and non-controllable reasons would be final. 13. The Market Maker(s) shall have the right to terminate said arrangement by giving a three (3) months notice or on mutually acceptable terms to the BRLM, who shall then be responsible to appoint a replacement Market Maker(s). In case of termination of the abovementioned Market Making agreement prior to the completion of the compulsory Market Making period, it shall be the responsibility of the BRLM to arrange for another Market Maker in replacement during the term of the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker from its duties in order to ensure compliance with the requirements of regulation 106V of the SEBI (ICDR) Regulations. Further our Company and the BRLM reserve the right to appoint other Market Makers either as a replacement of the current Market Maker or as an additional Market Maker subject to the total number of Designated Market Makers does not exceed five (5) or as specified by the relevant laws and regulations applicable at that particulars point of time. The Market Making Agreement is available for inspection at our registered office from a.m. to 5.00 p.m. on Working Days. 14. Risk containment measures and monitoring for Market Makers: NSE Emerge Exchange will have all margins, which are applicable on the NSE main board viz., Mark-to- Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. NSE can impose any other margins as deemed necessary from time-to-time. 15. Punitive Action in case of default by Market Makers: NSE Emerge Exchange will monitor the obligations on a real time basis and punitive action will be initiated for any exceptions and/or non-compliances. Penalties / fines may be imposed by the Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the specified guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the Market Maker in case he is not present in the market (offering two-way quotes) for at least 75% of the time. The nature of the penalty will be monetary as well as suspension in market making activities / trading membership. The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines / suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time. 16. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for market makers during market making process has been made applicable, based on the issue size and as follows: Issue Size Buy quote exemption threshold (including mandatory initial inventory of 5% of the Issue size) Upto Rs.20 Crore 25% 24% Rs.20 Crore to Rs.50 Crore 20% 19% Rs.50 Crore to Rs.80 Crore 15% 14% Above Rs.80 Crore 12% 11% Re-Entry threshold for buy quote (including mandatory initial inventory of 5% of the Issue size) 17. All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time. 18. The price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote) shall be within 10% or as intimated by Exchange from time to time. 54

57 CAPITAL STRUCTURE Our Company s share capital, as of the date of filing this Draft Red Herring Prospectus, before and after the proposed Issue, is set forth below: (Rs. in lakhs except share data) Particulars Nominal Value Authorised Share Capital* 1,20,00,000 Equity Shares of Rs. 10 each Issued, Subscribed and Paid Up Capital before the Issue 72,08,000 Equity Shares of Rs. 10 each Aggregate value at Issue Price Present Issue in terms of the Draft Red Herring Prospectus** Consisting of : Public Issue of up to 30,90,000 Equity Shares of Rs. [ ] each aggregating to Rs. [ ] lakhs Reservation for Market Maker 1,54,800 Equity Shares of face value of Rs. 10/- each reserved as Market Maker portion at a price of Rs. [ ] per Equity Share Net Issue to the Public 29,35,200 Equity Shares of face value of Rs. 10/- each at a price of Rs. [ ] per Equity Share Of the Net Issue to the Public Allocation to QIB Investors - Not more than 14,66,400 Equity Shares of face value of Rs. 10/- each at a price of Rs [ ] per Equity Share shall be available for allocation for Investors applying to QIBs Allocation to Retail Individual Investors Not less than 10,27,200 Equity Shares of face value of Rs. 10/- each at a price of Rs [ ] per Equity Share shall be available for allocation for Investors applying for a value of upto Rs Lakhs Allocation to Non Institutional Investors Not less than 4,41,600 Equity Shares of face value of Rs. 10/- each at a price of Rs [ ] per Equity Share shall be available for allocation for Investors applying for a value of above Rs Lakhs [ ] [ ] [ ] [ ] [ ] [ ] Issued, Subscribed and Paid-up Capital after the Issue 1,02,98,000 Equity Shares of Rs. 10 each [ ] Securities Premium Account Before the Issue After the Issue Nil [ ] *For details of the changes in the authorized share capital of our Company, please refer to section titled "History and Certain Corporate Matters" beginning on page 109 of this Draft Red Herring Prospectus. **The Issue has been authorized by our Board pursuant to a resolution dated February 01, 2018, and by our Equity Shareholders pursuant to a resolution passed at the Extra Ordinary General Meeting held on February 06, Notes on Capital Structure 1. Equity Share Capital History of our Company The following is the history of the Equity Share capital of our Company: 55

59 (14) Further allotment of Equity Shares to Ms. Asha Gupta (5,10,000). (15) Further allotment of Equity Shares to Mr. Sanjay Gupta (1,50,000); Ms. Asha Gupta (1,50,000); and Ms. Niti Gupta (1,50,000). (16) Bonus Issue in the ratio of 10:7 Equity Shares to Mr. Sanjay Gupta (5,07,500); Ms. Asha Gupta (22,57,500); and Ms. Niti Gupta (2,03,000). 2. Issue of Equity Shares in the last one (1) year Our Company has not made any issue of specified securities at a price lower than the Issue Price during the preceding one (1) year from the date of filing of this Draft Red Herring Prospectus. 3. Equity Shares issued for consideration other than cash Our Company has not issued any Equity Shares out of revaluation reserves. Our Company has not issued any Equity Shares for consideration other than cash as on the date of this Draft Red Herring Prospectus: 4. Build-up of our Promoter s Shareholding, Promoter s Contribution and Lock-in (a) Build-up of our Promoter s shareholding in our Company The promoters of our Company are Mr. Sanjay Gupta, Ms. Asha Gupta and Ms. Niti Gupta. As on the date of this Draft Red Herring Prospectus, our Promoter holds 72,04,000 Equity Shares, which constitutes approximately 99.94% of the issued, subscribed and paid-up Equity Share capital of our Company. Set forth below is the build-up of the equity shareholding of our Promoter, since the incorporation of our Company. i) Mr. Sanjay Gupta Date of Allotment/ Acquisition/ Sale Number of Equity Shares Face Value per Equit y Share (Rs.) Issue/ Acquisiti on/ Sale Price per Equity Share (Rs.) Nature of Considerati on (Cash/ Other than Cash) Nature of transactio n % of pre- Issue equity share capital % of post- Issue equit y share capita l January 25, 50, Cash Further allotment March 22, 2,50, Cash Further allotment September 1,25, Cash Further , 2014 allotment November 1,50, Cash Further , 2014 allotment March 30, 1,50, Cash Further allotment February 06, 5,07, Nil - Bonus Issue Total 12,32,

61 Date of Allotment/ Acquisition/ Sale Number of Equity Shares Face Value per Equity Share (Rs.) Issue/ Acquisition/ Sale Price per Equity Share (Rs.) Nature of Consideration (Cash/ Other than Cash) Nature of transaction % of pre- Issue equity share capital % of post- Issue equity share capital 2014 allotment March 30, 1,50, Cash Further allotment January 20, (4000) Cash Transfer (0.06) (0.04) 2018 February 06, 2,03, Nil - Bonus Issue Total 4,89, All the Equity Shares held by our Promoters were fully paid-up as on the respective dates of acquisition of such Equity Shares. Our Promoters have confirmed to our Company and the BRLM that the Equity Shares held by our Promoters have been financed from their personal funds, as the case may be, and no loans or financial assistance from any bank or financial institution has been availed of by him for such purpose. As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are subject to any pledge. Our Company has not issued any preference shares to our Promoters as on the date of this Draft Red Herring Prospectus. (b) Shareholding of our Promoter and Promoter Group The table below presents the shareholding of our Promoter and Promoter Group, who hold Equity Shares as on the date of filing of this Draft Red Herring Prospectus: Pre-Issue Post-Issue* Particulars Number of Shares Percentage (%) Number of Percentage (%) holding Shares holding Promoter Mr. Sanjay Gupta 12,32, ,32, Ms. Asha Gupta 54,82, ,82, Ms. Niti Gupta 4,89, ,89, Promoter Group Mr. Vinayak Gupta , Total 72,05, ,05, *Assuming full subscription to the Issue. (c) Details of Promoters Contribution Locked-in for three (3) Years Pursuant to Regulations 32 and 36 of the SEBI (ICDR) Regulations, an aggregate of 20% of the fully diluted post-issue equity share capital of our Company held by our Promoter shall be considered as the minimum Promoter s contribution and locked in for a period of three (3) years from the date of Allotment ("Minimum Promoter s Contribution"). All Equity Shares held by our Promoter is eligible for inclusion in the Minimum Promoter s Contribution, in terms of Regulation 33 of the SEBI (ICDR) Regulations. Accordingly, Equity Shares aggregating to 20% of the post-issue capital of our Company, held by our Promoter shall be locked-in for a period of three (3) years from the date of Allotment in the Issue as follows: Date on which % of Period the Equity Date when Number of Face Issue postof Shares were made fully Consideration Equity Value Price Issue Lockin Allotted/ paid up Shares (Rs.) (Rs.) share Acquired capital Ms. Asha Gupta February 06, February 06, - 20,59, Nil Years Total 20,59, *Details of Minimum Promoter s Contribution shall be determined after finalizing the basis of allotment. 59

62 For details on the build-up of the Equity Share capital held by our Promoter, please refer to "Build-up of our Promoter s shareholding in our Company" beginning on page 57 of this Draft Red Herring Prospectus. Our Promoters have given consent to include such number of Equity Shares held by them as may constitute 20% of the fully diluted post-issue Equity Share capital of our Company as Minimum Promoter s Contribution. Our Promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner the Minimum Promoter s Contribution from the date of filing this Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under SEBI (ICDR) Regulations, except as may be permitted, in accordance with the SEBI (ICDR) Regulations. The minimum Promoter s Contribution has been brought in to the extent of not less than the specified minimum lot and from persons identified as "promoter" under the SEBI (ICDR) Regulations. The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Minimum Promoter s Contribution under Regulation 33 of the SEBI (ICDR) Regulations. In this regard, we confirm that: (i) the Equity Shares offered as part of the Minimum Promoter s Contribution do not comprise Equity Shares acquired during the three (3) years preceding the date of this Draft Red Herring Prospectus for consideration other than cash and where revaluation of assets or capitalisation of intangible assets was involved or bonus issue out of revaluations reserves or unrealised profits or against Equity Shares that are otherwise ineligible for computation of Minimum Promoters Contribution; (ii) the Minimum Promoter s Contribution does not include Equity Shares acquired during the one (1) year preceding the date of this Draft Red Herring Prospectus at a price lower than the price at which the Equity Shares are being offered to the public in the Issue; (iii) our Company has not been formed by conversion of a partnership firm into a company and hence, no Equity Shares have been issued in the one (1) year immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion of a partnership firm; and (iv) the Equity Shares held by our Promoters and offered as part of the Minimum Promoter s Contribution are not subject to any pledge. (d) Details of Equity Shares Locked-in for One (1) Year In terms of Regulation 37 of the SEBI (ICDR) Regulations, the entire pre-issue Equity Share capital will be locked-in for a period of one (1) year from the date of Allotment in the Issue, except (a) the Minimum Promoter s Contribution which shall be locked in as above. (e) Other requirements in respect of lock-in Pursuant to Regulation 39 of the SEBI (ICDR) Regulations, Equity Shares held by our Promoter and locked- in for one (1) year may be pledged only with scheduled commercial banks or public financial institutions as collateral security for loans granted by such banks or public financial institutions, provided that such pledge of the Equity Shares is one of the terms of the sanction of the loan. Equity Shares locked-in as Minimum Promoter s Contribution for three (3) years can be pledged only if in addition to fulfilling the aforementioned requirements, such loans have been granted by such banks or financial institutions for the purpose of financing one or more of the objects of the Issue. In terms of Regulation 40 of the SEBI (ICDR) Regulations, Equity Shares held by our Promoter may be transferred between our Promoter and Promoter Group or a new promoter or persons in control of our Company, subject to continuation of lock-in applicable to the transferee for the remaining period and compliance with provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the "Takeover Regulations"). Further, in terms of Regulation 40 of the SEBI (ICDR) Regulations, Equity Shares held by persons other than our Promoter prior to the Issue and locked-in for a period of one (1) year, may be transferred to any other person holding Equity Shares which are locked in along with the Equity Shares proposed to be transferred, subject to the continuation of the lock in applicable to the transferee and compliance with the provisions of the Takeover Regulations. 60

63 5. Shareholding Pattern of our Company The table below presents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus. Categor y Category of shareholde r No. of sharehold ers No. of fully paid up equity shares held No. of Partl y paidup equit y shar es held No. of shares underlyi ng Deposito ry Receipts Total nos. shares held Shareholdin g as a % of total no. of shares (calculated as per SCRR, 1957) As a % of (A+B+C2) Number of voting rights held in each class of securities* Class X No of Voting Rights Class Y Total Total as a % of (A+B+C) No. of shares underlying outstanding convertible securities (including warrants) Shareholdi ng, as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital) (Face value of Equity Shares of Rs.10 each) No. (a) No. of locked in shares** As a % of total Share s held (b No. of shares pledged or otherwise encumbered No. (a) As a % of total Shar es held (b No. of equity shares held in dematerialized for m*** (A) (I) (II) (III) (IV) (V) (VI) Promoter & Promoter Group 04 72,05,00 0 (VII) = (IV)+(V) + (VI) ,05, ,05,00 0 (VIII) (IX) (X) As a % of (A+B+C2 (XI)= (VII)+(X) - 72,05, ,05, 000 (XII) (XIII) (XIV) (B) Public 03 3, , ,000-3, , (C) Non Promoter- Non Public (C1) Shares underlying DRs (C2) Shares held by Employee Trusts Total 07 72,08, ,08, ,08, ,08, ,08, *As on the date of this Draft Prospectus 1 Equity Share holds 1 vote. **Shall be locked-in on or before the date of allotment in this Issue ***In terms of SEBI circular bearing no. Cir/ISD/3/2011 dated June 17, 2011 and SEBI circular bearing no. SEBI/Cir/ISD/ 05 /2011, dated September 30, 2011, the Equity Shares held by the Promoters/Promoters Group Companies and 50% of the Equity Shares held by the public shareholders, shall be dematerialised prior to filing the Prospectus with the RoC. Our Company will file the shareholding pattern or our Company, in the form prescribed under Regulation 31 of the SEBI (LODR) Regulations, 2015 one day prior to the listing of the equity shares. The shareholding pattern will be uploaded on the website of BSE (BSE Limited) before commencement of trading of such Equity Shares. 61

64 6. The BRLM and their respective associates do not hold any Equity Shares as on the date of this Draft Red Herring Prospectus. 7. The BRLM and their respective affiliates may engage in transactions with and perform services for our Company in the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with our Company and/or our Subsidiaries, for which they may in the future receive customary compensation. 8. Except as mentioned below, none of the Directors hold Equity Shares in our Company as on the date of this Draft Red Herring Prospectus: Pre-Issue Post-Issue Particulars Number of Shares Shareholding (%) Number of Shares Shareholding (%) Mr. Sanjay Gupta 12,32, ,32, Ms. Asha Gupta 54,82, ,82, Total 67,15, ,15, None of the Key Managerial Personnel holds Equity Shares in our Company as on the date of this Draft Red Herring Prospectus except as mentioned below: Name Designation Shares held Mr. Sanjay Gupta Managing Director 12,32,500 Ms. Asha Gupta Whole Time Director 54,82, As on the date of this Draft Red Herring Prospectus, our Company has seven (7) shareholders. 11. Top Ten Shareholders of our Company a. The top *seven (7)shareholders of our Company as of the date of the filing of the Draft Red Herring Prospectus with SEBI are as follows: No. Name of the Shareholder Number of Equity Shareholding Shares (%) Mr. Sanjay Gupta 12,32, Ms. Asha Gupta 54,82, Ms. Niti Gupta 4,89, Mr. Vijay Kumar Garg 1, Mr. Praveen Kumar 1, Mr. Jagdish Chander Sharma 1, Mr. Vinayak Gupta 1, Total 72,08, *As on the date of this draft red herring prospectus company had seven shareholders. b. The top *seven(7) shareholders of our Company as of ten (10) days prior to the filing of the Draft Red Herring Prospectus with SEBI are as follows: No. Name of the Shareholder Number of Equity Shareholding Shares (%) Mr. Sanjay Gupta 12,32, Ms. Asha Gupta 54,82, Ms. Niti Gupta 4,89, Mr. Vijay Kumar Garg 1, Mr. Praveen Kumar 1, Mr. Jagdish Chander Sharma 1,

65 Number of Equity Shareholding No. Name of the Shareholder Shares (%) Mr. Vinayak Gupta 1, Total 72,08, *As on ten days prior to the filing of this draft red herring prospectus company had seven shareholders. c. The top *three (3) shareholders of our Company as of two (2) years prior to the filing of the Draft Red Herring Prospectus are as follows: No. Name of the Shareholder Number of Equity Shareholding Shares (%) Mr. Sanjay Gupta 5,75, Ms. Asha Gupta 30,75, Ms. Niti Gupta 1,40, Total 42,40,000 37,90,000 *As on two years prior to the filing of this draft red herring prospectus company had three shareholders. 12. None of our Promoters, members of our Promoter Group or our Directors or their immediate relatives have sold or purchased, or financed the sale or purchase of, Equity Shares by any other person, other than in the normal course of business of the financing entity, during the six (6) months immediately preceding the date of this Draft Red Herring Prospectus. 13. Our Company, our Promoters, members of our Promoter Group, our Directors and the BRLM have not entered into any buy-back and/or standby arrangements for the purchase of Equity Shares being offered through this Issue from any person. 14. As on the date of this Draft Red Herring Prospectus, there are no Equity Shares held by the members of our Promoter Group. None of the Equity Shares being offered through the Issue are pledged or otherwise encumbered. 15. Under-subscription, if any, in any category, would be allowed to be met with spill- over from any other category or combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange. 16. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus. 17. There are no outstanding warrants, options or rights to convert debentures, loans or other convertible instruments into Equity Shares as on the date of this Draft Red Herring Prospectus. 18. As on the date of this Draft Red Herring Prospectus, our Company has not allotted any Equity Shares pursuant to any scheme approved under Sections 391 to 394 of the Companies Act, 1956 or Sections of the Companies Act, There will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of filing of the Draft Red Herring Prospectus with the Stock Exchange until the Equity Shares have been listed on the Stock Exchanges or all application monies have been refunded, as the case may be. 20. Our Company presently does not intend or propose to alter the capital structure for a period of six (6) months from the Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares, or further issue of Equity Shares (including issue of securities convertible into or exchangeable for, directly or indirectly into Equity Shares), whether on a preferential basis or issue of bonus or rights or further public issue of Equity Shares or qualified institutions placement. However, if our Company enters into acquisitions, 63

66 joint ventures or other arrangements, our Company may, subject to necessary approvals, consider raising additional capital to fund such activity through issue of further Equity Shares. 21. None of our Promoters or the members of our Promoter Group will participate in the Issue. 22. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. We shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. 23. There has been no financing arrangement whereby our Promoters, members of our Promoter Group, our Directors or their relatives have financed the purchase by any other person of securities of our Company other than in normal course of the business of the financing entity during the period of six (6) months immediately preceding the date of this Draft Red Herring Prospectus. 24. Our Company shall ensure that any transactions in the Equity Shares by our Promoters and the Promoter Group during the period between the date of registering the Red Herring Prospectus filed in relation to this Issue with the RoC and the date of closure of the Issue shall be reported to the Stock Exchanges within twenty-four (24) hours of the transactions. 25. Our Company has not revalued its assets since incorporation. 64

67 OBJECTS OF THE ISSUE The Issue comprises of the Issue of 30,90,000 Equity Shares at an Issue Price of Rs. [ ] per Equity Share aggregating to Rs. [ ] Lakh. Requirement of Funds Our Company proposes to utilize the Net Proceeds of the Issue towards the following objects: 1. Setting-up Warehousing facilities at Agartala, Tripura and Mysore (Mysuru), Karnataka 2. Working Capital Requirement 3. General Corporate Purpose and 4. To meet Issue related Expenses Collectively, above-tabled are Objects for this Issue. In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Emerge platform of NSE. We believe that listing will enhance our corporate image and brand name in the domestic market, create a public market for Equity Share of our Company in India and will further enable us to avail future growth opportunities. The main object clause and the ancillary object clause of the Memorandum of Association of our Company enable us to undertake our existing activities and the activities for which we are raising funds through this Issue. The existing activities of our Company are within the object clause of our Memorandum. The Fund requirement and deployment is based on internal management estimates and has not been appraised by any bank and financial institution. Issue Proceeds and Net Proceeds The details of the proceeds of the Issue are summarized in the table below: Particulars Gross Proceeds of the Issue Less: Issue related expenses Net Proceeds of the Fresh Issue ( Net Proceeds ) *To be finalized upon determination of the Issue Price. Rs. in Lakhs* [ ] [ ] [ ] Utilisation of Issue Proceeds Our funding requirements depend on a number of factors which may not be in the control of our management, changes in our financial condition and current commercial condition. Such factors may entail rescheduling and / or revising the planned expenditure and funding requirement and increasing or decreasing the expenditure for a particular purpose from the planned expenditure. The following table summarizes the requirement of funds to our Company: Sr. No Particulars Rs. in Lakhs 1 Setting up warehousing facilities at Agartala and Mysore [ ] 2 Working Capital Requirement [ ] 3 General Corporate Purpose [ ] 4 Issue Expenses [ ] Total [ ] Details of the use of the proceeds 1. Setting up warehousing facilities at Agartala and Mysore A. Warehousing Project at Agartala, Tripura 65

70 Basis of estimation of working capital requirement and estimated working capital requirement: Particulars As at 30 th September 2017 (Restated) As at 31 st March 2018 (Estimated) (Rs. in Lakhs) As at 31 st March 2019 (Projected) Current Assets Inventories Trade Receivables 4, , , Cash and Cash Equivalents Short Term Loans and Advances 1, , , Total (I) 6, , , Current Liabilities Trade Payables Other Current Liabilities , Short Term Provisions Total (II) 1, , , Net Working Capital (I) (II)* 4, , , Year Wise requirement (Incremental GAP) Total Working Capital Requirement Funding Pattern IPO Proceeds Internal Accruals and Borrowings *Excluding Bank borrowings [ ] [ ] Assumptions for working capital requirement Holding levels On the basis of existing working capital requirement of our Company and the estimated incremental working capital requirement, our Board pursuant to their resolution dated February 07, 2018 has approved the business plan for the period ended March 31, 2018 and March 31, 2019 and the projected working capital requirement for Fiscals 2018 and 2019 as stated below. Provided below are details of the holding levels (days) considered. Particulars As at 30 th September 2017 (Days) As at 31 st March 2018 (Days) As at 31 st March 2019 (Days) Current Assets Inventories Trade Receivables Short Term Loans and Advances Current Liabilities Trade Payables Other Current Liabilities Short Term Provisions Justification for Holding Period levels The justifications for the holding levels mentioned in the table above are provided below: 68

71 Assets - Current Assets Trade Receivable Short term Loans and Advances Liabilities - Current Liabilities Trade Liabilities Other Current Liabilities Short term provisions Justification Taken on average credit period allowed by the company to its customers in the past. Taken on the basis of average of past historical data and future estimates & Projections Taken on average credit period allowed to the company by its Vendors Taken on the basis of average of past historical data and future estimates & Projections Taken on the basis of past historical data and future estimates & Projections The working capital requirements are based on historical Company data and estimation of the future requirements in Financial Year considering the growth in activities of our Company. Pursuant to the certificate dated February 21, 2018, Prakash K. Prakash,Chartered Accountants, have compiled the working capital estimates from the Restated Financial Statements and the working capital projections as approved by the Board by the resolution dated February 07, General Corporate Expense The Net Proceeds will be first utilized towards the Objects as mentioned as mentioned above. The balance is proposed to be utilized for general corporate purposes, subject to such utilization not exceeding 25% of the Net Proceeds, in compliance with the SEBI ICDR Regulations. Our Company intends to deploy the balance Net Proceeds, if any, for general corporate purposes, subject to above mentioned limit, as may be approved by our management, including but not restricted to, the following: Expansion of existing fleets Strategic initiatives Brand building and strengthening of marketing activities; and Ongoing general corporate exigencies or any other purposes as approved by the Board subject to compliance with the necessary regulatory provisions. The quantum of utilization of funds towards each of the above purposes will be determined by our Board of Directors based on the permissible amount actually available under the head General Corporate Purposes and the business requirements of our Company, from time to time. We, in accordance with the policies of our Board, will have flexibility in utilizing the Net Proceeds for general corporate purposes, as mentioned above. 4. Issue Related Expenses The estimated Issue related expenses includes Issue Management Fee, Underwriting and Selling Commissions, Printing and Distribution Expenses, Legal Fee, Advertisement Expenses, Registrar s Fees, Depository Fee and Listing Fee. The total expenses for this Issue are estimated to be approximately [ ] Lakhs which is [ ] % of the Issue Size. All the Issue related expenses shall be met out of the proceeds of the Issue and the break-up of the same is as follows: Activity Fees payable to Merchant Banker, Registrar, Legal Advisors, Statutory Expenses, Printing and Stationery Expenses, Advertising and Marketing Expenses Fees payable to Market Maker for 3 years towards market making Underwriting, Brokerage & Selling Commission Total Estimated Issue Expenses Rs. in Lakhs [ ]** [ ] [ ] [ ] 69

72 **SCSBs will be entitled to a processing fee of Rs. 10/- per Application Form for processing of the Application Forms procured by other Application Collecting Intermediary and submitted to them on successful allotment. Selling commission payable to Registered Broker, SCSBs, RTAs, CDPs on the portion directly procured from Retail Individual Applicants and Non Institutional Applicants, would be 0.30% on the Allotment Amount# or Rs 10/- whichever is less on the Applications wherein shares are allotted. The commissions and processing fees shall be payable within 30 working days post the date of receipt of final invoices of the respective intermediaries. Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price. Means of Finance The means of finance towards objects of the Issue is tabled hereunder: (Rs. in Lakhs) Objects of the Issue Amount Required Net Proceeds Bank Borrowings/ Internal Accruals Warehousing facilities at Agartala and * [ ] [ ]* Mysore Working Capital Requirement [ ] NIL General Corporate Purpose [ ] [ ] NIL Issue Expense [ ] [ ] NIL *Any shortfall in total the fund requirements shall be met by the term loans sanctioned to us towards setting up of warehousing facilities at Agartala and Mysore. The sanctioned term loan shall be utilised to the extent of meeting the gap between the amount required and the net proceeds. Accordingly, we confirm that we are in compliance with the requirement to make firm arrangements of finance under Regulation 4(2)(g) of the SEBI (ICDR) Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Net Proceeds and existing identifiable internal accruals. Deployment of Funds Particulars Setting-up Warehousing facilities at Agartala, Tripura and Mysore (Mysuru), Karnataka Working Capital Requirement General Corporate Purpose To meet Issue related Amount Required Net Proceeds Deployment till February 20, 2018 Deployment by FY Deployment by FY * [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] 5.90 [ ] [ ] Expenses Total [ ] [ ] [ ] [ ] As per the certificate dated February 21, 2018, by the Statutory Auditors of the Company, Prakash K. Prakash, Chartered Accountants, the company has deployed Rs lakhs upto February 20, Appraisal None of the Objects have been appraised by any bank or financial institution or any other independent third party organization. The funding requirements of our Company and the deployment of the Net Proceeds of the Issue are 70

73 currently based on management estimates. The funding requirements of our Company are dependent on a number of factors which may not be in the control of our management, including variations in interest rate structures, changes in our financial condition and current commercial conditions and are subject to change in light of changes in external circumstances or in our financial condition, business or strategy. Shortfall of Funds Any shortfall in meeting the fund requirements shall be met by the term loans (Rs Lakhs) sanctioned by the bank towards setting up of warehousing facilities at Agartala and Mysore. Bridge Financing Facilities As on the date of this Draft Red Herring Prospectus, we have not raised any bridge loans which are proposed to be repaid from the Issue Proceeds. Monitoring Utilization of Funds As this is a Fresh Issue for less than Rs.50,000 Lakhs, we are not required to appoint a monitoring agency for the purpose of the Issue in terms of regulation 16 of the SEBI (ICDR) Regulations. Our Board will monitor the utilization of the Issue Proceeds through its Audit Committee. The Audit committee and the Board of Directors of our Company will monitor the utilization of funds raised through this public issue. Pursuant to Regulation 32 of SEBI Listing Regulation 2015, our Company shall on halfyearly basis disclose to the Audit Committee the applications of the proceeds of the Issue.Our Company shall prepare a statement of funds utilized for purposes other than stated in this Draft Red Herring Prospectus and place it before the Audit Committee. Such disclosures shall be made only until such time that all the proceeds of the Issue have been utilized in full. The statement of funds utilized will be certified by the Statutory Auditors of our Company. Furthermore, in accordance with the SEBI Listing Regulations, our Company shall furnish to the Stock Exchange on a half yearly basis, a statement including deviations, if any, in the utilization of the Issue Proceeds of the Issuefrom the objects of the Issueas stated above and details of category wise variation in the actual utilization of the Issue Proceeds of the Issuefrom the objects of the Issueas stated above. The information will also be published in newspapers simultaneously with the submission of such information to the Stock Exchange, after placing the same before the Audit Committee. We will disclose the utilization of the Issue Proceeds under a separate head along with details in our balance sheet(s) until such time as the Issue Proceeds remain unutilized clearly specifying the purpose for which such Issue Proceeds have been utilized. Interim Use of Proceeds Our management, in accordance with the policies established by our Board of Directors, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds of the Issue for the purposes described above, our Company will temporarily invest the Issue Proceeds in deposits with schedule commercial banks included in second schedule of Reserve Bank of India Act, Variation in Objects In accordance with Section 13(8) and 27 of the Companies Act, 2013, our Company shall not vary the objects of the Fresh Issue without our Company being authorised to do so by the Shareholders by way of a special resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution ( Postal Ballot Notice ) shall specify the prescribed details as required under the Companies Act and applicable rule.the Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in vernacular language of the jurisdiction where our Registered Office is situated.our Promoters or controlling Shareholders would be required to provide an exit opportunity to such shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as may be prescribed by SEBI, in this regard. 71

74 Investor may note that the Selling Shareholder are not liable under Section 27 of the Companies Act or any other applicable law or regulation (including any direction or order by any regulatory authority, court or tribunal) for any variation of (i) terms of the contract referred to in this Draft Red Herring Prospectus and /or (ii) Object of the Issue. Other Confirmations There is no material existing or anticipated transactions with our Promoters, our Directors, our Company s Key Managerial Personnel, in relation to the utilisation of the Issue Proceeds. No part of the Issue Proceeds will be paid by us as consideration to our Promoter, our Directors or Key Managerial Personnel, our Group Company/(ies), our Associate Company, except in the normal course of business and in compliance with the applicable laws. 72

75 BASIC TERMS OF THE ISSUE Authority for the Offer The present Issue of 30,90,000 Equity Shares of the Company in terms of Draft Red Herring Prospectus has been authorized pursuant to a resolution of our Board of Directors dated February 01, 2018 and by special resolution passed under Section 62(1) (c) of the Companies Act, 2013 at the Extra-Ordinary General Meeting of the members held on February 06, 2018 Ranking of Equity Shares The Equity Shares being issued under the Issue shall be subject to the provisions of our Memorandum and Articles and shall rank pari-passu with the existing Equity Shares of our Company including rights in respect of dividends. The Allottees in receipt of Allotment of Equity Shares under this Issue will be entitled to dividends or any other corporate benefits, if any, declared by the Company after the date of Allotment. For further details, please refer to the chapter Main Provisions of the Articles of Association beginning on [ ] of this Draft Red Herring Prospectus. Terms of the Issue The Equity Shares, now being offered, are subject to the terms and conditions of this Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus, Application form, Confirmation of Allocation Note ( CAN ), the Memorandum and Articles of Association of our Company, the guidelines for listing of securities offered by the Government of India and SEBI (ICDR) Regulations, the Depositories Act, Stock Exchange, RBI, RoC and/or other authorities as in force on the date of the Offer and to the extent applicable. In addition, the Equity Shares shall also be subject to such other conditions as may be incorporated in the Share Certificates, as per the SEBI (ICDR) Regulations, 2009, notifications and other regulations for the issue of capital and listing of securities laid down from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Equity Shares. Face Value Price Band Issue Price Market Lot and Trading Lot Terms of Payment Ranking of the Equity Shares Each Equity Share shall have the face value of Rs each. Each Equity Share is being offered at a floor price of Rs. [ ] each and cap price of Rs. [ ] each. Each Equity Share is being offered at a price of Rs. [ ] each and is [ ] time of Face Value. The Market lot and Trading lot for the Equity Share is [ ] and the multiple of [ ]; subject to a minimum allotment of [ ] Equity Shares to the successful bidders. 100% of the Issue price of Rs.[ ] each shall be payable on Application. For more details please refer Issue Procedure on page 179 of this Draft Red Herring Prospectus. The Equity Shares shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividends with the existing Equity Shares of the Company. The Allottees in receipt of Allotment of Equity Shares under this Offer will be entitled to dividends and other corporate benefits, if any, declared by the Company after the date of Allotment. For further details, please see Main Provisions of Articles of Association on page 221 of this Draft Red Herring Prospectus. Minimum Subscription In accordance with Regulation 106P (1) of SEBI (ICDR) Regulations, this Issue is 100% underwritten. Also, in accordance with explanation to Regulation 106P (1) of SEBI (ICDR) Regulations the underwriting shall not be restricted up to the minimum subscription level. 73

76 If our Company does not receive the subscription of 100% of the Issue including devolvement on Underwriter within 60 (Sixty) days from the date of closure of the offer, our Company shall forthwith unblock the entire subscription amount received. If there is a delay beyond 8 (eight) days after our Company becomes liable to pay the amount, our Company shall pay interest prescribed in the Companies Act. Further, in accordance with Regulation 106R of SEBI (ICDR) Regulations, no allotment shall be made pursuant to the Offer, if the number of prospective allottees is less than 50 (fifty). For further details, please refer to chapter titled "Terms of the Issue" beginning on page 167 of this Draft Red Herring Prospectus. 74

77 BASIS FOR ISSUE PRICE Investors should read the following summary with the section titled "Risk Factors", the details about our Company under the chapter titled "Our Business" and its financial statements under the section titled "Financial Information" beginning on pages 17, 93 and page 133 respectively of the Draft Red Herring Prospectus. The trading price of the Equity Shares of our Company could decline due to these risks and the investor may lose all or part of his investment. The Issue Price will be determined by our Company in consultation with the BRLM, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is Rs.10 each. The Floor Price of Rs. [ ] is [ ] times the face value and Cap Price of Rs. [ ] is [ ]times the face value. Qualitative Factors 1. Integrated service provider with an extensive network of branches in a fast-growing third-party logistics market. 2. Comprehensive solution for transportation requirements. 3. Diverse customer base across many sectors. 4. Installed technology and automation. 5. Experienced management team For a detailed discussion on the qualitative factors which form the basis for computing the price, please refer to chapter titled "Our Business" beginning on page 93 of this Draft Red Herring Prospectus. Quantitative Factors Information presented in this section is derived from our Company s restated financial statements prepared in accordance with Indian GAAP. Some of the quantitative factors, which form the basis for computing the price, are as follows: 1. Basic & Diluted Earnings per Share (EPS), as adjusted: Period Basic & Diluted (Rs.) Weights FY FY FY Weighted Average September 30, * * Not Annualised Notes: (i) The figures disclosed above are based on the restated financial statements of the Company. (ii) Earnings per Share has been calculated in accordance with Accounting Standard 20 Earnings per Share issued by the Institute of Chartered Accountants of India. (iii) The above statement should be read with Significant Accounting Policies and the Notes to the Restated Financial Statements as appearing in the chapter Section "Financial information" beginning on page Price Earning (P/E) Ratio in relation to the Issue Price of Rs. [ ]: S. No Particulars P/Eon Floor Price PE on Cap Price P/E ratio based on the Basic & Diluted EPS, as [ ] [ ] 1 adjusted for FY P/E ratio based on the Weighted Average EPS, as adjusted for FY 2017 [ ] [ ] 75

78 3. Peer Group P/ E*- Industry PE P/E Ratio Lowest 0 Highest Average Source: Capitaline 4. Return on Net worth (RoNW): Period RONW (%) Weights FY FY FY Weighted Average September 30, * Not Annualised 5. Minimum Return on Net Worth after Issue to maintain Pre-Issue EPS for the financial year : S. No Particulars (%) 1 At the Floor Price [ ] 2 At the Cap Price [ ] 6. Net Asset Value (NAV) per Equity Share: Sr. No. As at NAV (Rs.) (Before Bonus) NAV (Rs.) (After Bonus) 1 March 31, March 31, March 31, September 30, NAV after the Issue At [ ] 5 Floor Price NAV after the Issue At [ ] 6 Cap Price Issue Price [ ] 7. The face value of our shares is. Rs per share and the Issue Price is of Rs [ ] per share is [ ] times of the face value. 8. Our Company in consultation with the Book Running Lead Manager believes that the Issue Price of Rs. [ ] per share for the Public Issue is justified in view of the above parameters. The investors may also want to peruse the risk factors and financials of the Company including important profitability and return ratios, as set out in the Auditors Report in the Issue Document to have more informed view about the investment. Investors should read the above mentioned information along with Sections titled "Our Business", "Risk Factors" and "Financial Information" beginning on pages 93,17 and 133 respectively of this Draft Red Herring Prospectus to have a more informed view. 76

79 STATEMENT OF TAX BENEFITS The Board of Directors AVG Logistics Limited Office No. 25, DDA Market, Savita Vihar, New Delhi , Sub: PROPOSED INITIAL PUBLIC OFFERING OF EQUITY SHARES (THE EQUITY SHARES ) BY AVG LOGISTICS LIMITED (THE COMPANY ) Dear Sirs, We hereby report that the enclosed statement is in connection with (i) the possible special tax benefits available to the Company under the Income Tax Act, 1961, and indirect tax laws, presently in force in India, and, (ii) to the shareholders of the Company under the Income Tax Act, Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant statutory provisions. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill. The benefits discussed is enclosed in statement Annexure A are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Offer. We do not express any opinion or provide any assurance as to whether: (a) the Company or its shareholders will continue to obtain these benefits in the future; or (b) the conditions prescribed for availing of the benefits have been / would be met with. (c ) the revenue authorities/courts will concur with the views expressed herein The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. This report including Annexure are intended solely for your information and for the inclusion in the draft prospectus/ Prospectus or any other offer related material in connection with the proposed initial public offer of the company and is not to be used, referred to or distributed for any other purpose without our prior written consent PRAKASH K PRAKASH CHARTERED ACCOUNTANTS FIRM REGN N Sd/- PRAKASH K GUPTA PARTNER. M No New Delhi CN/PKP/1069/

80 ANNEXURE A The information provided below sets out the possible special tax benefits available to the Company under the Income Tax Act, 1961, Goods and Services Tax Act, 2016, Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 and Union Territory Goods and Services Tax Act, 2017 presently in force and the Equity Shareholders under the Income Tax Act, 1961 presently in force in India. A. SPECIAL TAX BENEFITS TO THE COMPANY The Company is not entitled to any special tax benefits under the above Acts. B. SPECIAL TAX BENEFITS TO THE SHAREHOLDERS The shareholders of the Company are not entitled to any special tax benefits under the Income Tax Act,

81 SECTION IV: ABOUT THE COMPANY AND THE INDUSTRY INDUSTRY OVERVIEW The information in this section includes extracts from publicly available information, data and statistics and has been derived from various government publications and other industry sources. Neither we nor any other person connected with this Issue have verified this information. The data may have been re-classified by us for the purposes of presentation. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and, accordingly investment decisions should not be based on such information. Overview of Indian Economy After registering GDP growth of over 7 per cent for the third year in succession in , the Indian economy is headed for somewhat slower growth, estimated to be 6.5 per cent in , as per first Advance Estimates released by CSO. This is slightly lower than the range of 6.5 per cent to 6.75 per cent being currently projected based on recent developments. Even with this lower growth for , GDP growth has averaged 7.3 per cent for the period from to , which is the highest among the major economies of the world. That this growth has been achieved in a milieu of lower inflation, improved current account balance and notable reduction in the fiscal deficit to GDP ratio makes it all the more creditable. In addition to the introduction of GST, the year also witnessed significant steps being undertaken towards resolution of problems associated with non-performing assets of the banks, further liberalization of FDI, etc., thus strengthening the momentum of reforms. After remaining in negative territory for a couple of years, growth of exports rebounded into positive one during and strengthened further in There was an augmentation in the spot levels of foreign exchange reserves to close to US$ 414 billion, as on 12th January Concerns have been expressed about growing protectionist tendencies in some countries and it remains to be seen as to how the situation unfolds. Additionally, average crude oil (Indian basket) prices have risen by around 14 per cent so far in (mid January 2018) visà-visa Going by the recent trends, the average crude oil prices could be in the vicinity of US$ per barrel in the current financial year and could rise further by another per cent in Some of these factors could have dampening effect on GDP growth in the coming year. However, with world growth likely to witness moderate improvement in2018, expectation of greater stability in GST, likely recovery in investment levels, and ongoing structural reforms, among others, should be supporting higher growth. On balance, country s economic performance should witness an improvement in GDP Growth in With Gross Domestic Product (GDP) growth averaging 7.5 per cent between and , India can be rated as among the best performing economies in the world on this parameter. Although growth is expected to decline to 6.5 per cent in , bringing the4-year average to 7.3 per cent, the broad story of India s GDP growth to be significantly higher than most economies of the world does not alter. The growth is around 4 percentage points higher than global growth average of last 3 years and nearly 3 percentage points more than the average growth achieved by emerging market & developing economies (EMDE). As per the first Advance Estimates (1 st AE), released by Central Statistics Office (CSO), growth rate of Gross Value of Added (GVA) at constant basic prices is estimated at 6.1 per cent in , as compared to 6.6 per cent in This is on account of lower growth in Agriculture & allied, and Industry sector, which are expected to grow at 2.1 per cent and 4.4 per cent respectively. In , service sector is expected to grow at 8.3 per cent, as compared to 7.7 percent in Within the services sector, only the growth of Public administration, defence & other services sector is expected to decline in From a low of 5.5 per cent in , growth in GDP steadily improved for 3 years and peaked in , particularly in fourth quarter(q4) when it printed 9.1 per cent (GVA growth also peaked in Q4 of ). However, growth started slowing down from first quarter (Q1) of GDP and GVA growth slowed to

82 percent and 5.6 per cent respectively in Q4 of GDP growth further declined to 5.7 per cent in Q1 of However, the second quarter (Q2) of witnessed reversal of declining trend of GDP growth, with growth increasing to6.3 per cent. The nominal GDP and GVA growth also picked up to 9.4 per cent and 8.6 per cent respectively in Q2 of As per the 1st AE, the real GDP growth is expected to be 6.5 per cent in , while the real GVA at basic prices is expected to register a growth of 6.1 per cent. With GDP and GVA growth of 6.0 per cent and 5.8 per cent respectively in the first half (H1) of the current financial year, the implicit growth for the second half (H2) of the year works out to be 7.0 per cent and 6.4 per cent respectively, indicating further recovery of the economy that began in the Q2 of Major macro indicators viz. gross fixed investment and exports are also expected to grow at a faster pace in H2 vis-à-vis H1 of In the recent years, the wedge between the real and nominal GDP growth has narrowed significantly. While real GDP growth averaged6.4 per cent between and , the nominal growth was 12.5 per cent in this period. In comparison, during the three-year period from to , the real and nominal GDP average growth is estimated to be 7.2 per cent and 10.1 per cent respectively, pointing to higher differences in the former period than latter. This is not surprising given that the fact that inflation in the earlier period (particularly in and ) was significantly higher than the latter. The growth in nominal GDP in is estimated to be 11 per cent and it is expected at9.5 per cent in on account of both lower real growth as well as lower value of deflator in The growth of nominal GVA in these two years is estimated to the 9.7 per cent and9.0 per cent respectively. The differences in the nominal growth between GVA and GDP have also increased in the last few years. This is indicative of an increase in the share of net indirect taxes in GDP. REVIEW DEVELOPMENTS IN INDIAN ECONOMY Until early 2016, India s growth had been accelerating when growth in other countries was decelerating. But then the converse happened. The world economy embarked on a synchronous recovery, but India s GDP growth and indeed a number of other indicators such as industrial production, credit, and investment decelerated. Any explanation would need to explain this change in fortunes, this decoupling of Indian growth from global growth, identifying the factors that caused India to forge its unique path. Five explanations suggest themselves First, India s monetary conditions decoupled from the rest of the world (Figure 9) shows that until the middle of 2016, real policy interest rates were following the global trend downwards. Since then, the downward drift has continued in most other countries, with rates falling on an average by1 percentage point between July and December2016 in the US. But in India, for the same period, average real interest rates increased by about 2.5percentage points. This tightening of monetary conditions contributed to the divergence in economic activity in two ways. First, it depressed consumption and investment compared to that in other countries. Second, it attracted capital inflows (Figure 10), especially into debt instruments, which caused the rupee to strengthen dampening both net services 80

83 exports (Figure 11) and the manufacturing trade balance (Figure 12). Between early-2016and November 2017, the rupee appreciated by another 9 percent in real terms against a basket of currencies. The second and third factors were one off policy actions: demonetization and GST. Demonetization temporarily reduced demand and hampered production, especially in the informal sector, which transacts mainly in cash. This shock largely faded away by mid-2017, when the cash-gdp ratio stabilized. But at that point GST was introduced, affecting supply chains, especially those in which small traders (who found it difficult to comply with the paper work demands) were suppliers of intermediates to larger manufacturing companies. (Source: Economic Survey http://iksa.in/upsc/economic-survey-2018-download-free-pdf/5697/- Volume I) External Sector The global economy has been gathering pace and is expected to accelerate from 3.2 percent in 2016 to 3.7 per cent in World trade volume growth is projected to increase from 2.4per cent in 2016 to 4.2 per cent and 4.0 per cent respectively in 2017 and Commodity prices (fuel and nonfuel) are also expected to grow in contrast to decline in the last few years. India s external sector has continued to be resilient and strong in so far and the balance of payments (BoP) situation continued to be comfortable. Current account deficit (CAD) was1.8 per cent of GDP, merchandise exports grew by 12 per cent, net services receipts grew by 14.6per cent, net foreign investment grew by 17.4 percent, and external debt indicators improved in H1of (Source: Economic Survey http://iksa.in/upsc/economic-survey-2018-download-free-pdf/5697/-Volume II) OUTLOOK FOR

84 The key question going forward is whether the economy has troughed, and if so at what pace it will recover toward its medium term trend. High frequency indicators do suggest that a robust recovery is taking hold as reflected in a variety of indicators, including overall GVA, manufacturing GVA, the IIP, gross capital formation and exports. Similarly, real non-food credit growth has rebounded to 4 percent in November 2017 on a year-on-year basis, while the squeeze on real credit to industry is abating. Moreover, the flow of nonbank resources to the corporate sector, such as bond market borrowing and lending by NBFCs, has increased by 43 percent(april-december 2017 compared to the same period a year ago), substituting in part for weak bank credit. Rural demand, proxied by motorcycle sales, and auto sales, while not yet back to its pre-demonetization trend, are recovering. Perhaps most significantly, the behavior of manufacturing exports and imports in the second and third quarters of this fiscal year has started to reverse. The re-acceleration of export growth to 13.6 percent in the third quarter of FY2018and deceleration of import growth to 13.1percent in line with global trends, suggest that the demonetization and GST effects are receding. Services export and private remittances are also rebounding. On demonetization specifically, the cash to-gdp ratio has stabilized, suggesting a return to equilibrium. The evidence is that since about June 2017 the trend in currency is identical to that pre-demonetization. The stabilization also permits estimation of the impact of demonetization: about Rs. 2.8 lakh crores less cash (1.8 percent of GDP) and about Rs. 3.8 lakh crores less high denomination notes (2.5 percent of GDP). A final, important factor explaining the growth recovery is fiscal, which is providing a boost to aggregate demand. For reasons related to smoothening the transition, GST revenues will only be collected for 11 months, which is akin to a tax cut for consumers. Meanwhile, overall revenue expenditure growth by the central and state governments at remains strong at 11.7percent (April to November). Cyclical conditions may also lead to lower tax and non-tax revenues, which act as an automatic stabilizer. All this said, while the direction of the indicators is positive, their level remains below potential. IIP growth (April- November 2017 over same period in the previous year) is 3.2 percent, real credit growth to industry is still in negative territory, and the growth in world trade remains less than half its level of a decade ago. Moreover, even though the cost of equity has fallen to low levels, corporate have not raised commensurate amounts of capital, suggesting that their investment plans remain modest. In other words, the twin engines that propelled the economy s take-off in the mid-2000s exports and investment are continuing to run below take-off speed. Meanwhile, developments in the agriculture sector bear monitoring. The trend acceleration in rural wages (agriculture and non-agriculture),which had occurred through much of 2016because of increased activity on the back of a strong monsoon, seems to have decelerated beginning just before the kharif season of but it is still greater than much of the last three years. Three crop-specific developments are evident. Sowing has been lower in both kharif and rabi, reducing the demand for labor. The acreage for kharif and rabi for is estimated to have declined by 6.1 percent and0.5 percent, respectively. Pulses and oilseeds have seen an increase in sowing, but this has translated into unusually low farm gate prices (below their minimum support price, MSP), again affecting farm revenues. The so-called TOP perishables (tomatoes, onions, and potatoes) have mean while fluctuated between high and low prices, engendering income uncertainty for farmers. The CSO has forecast real GDP growth for at 6.5 percent. However, this estimate has not fully factored in the latest developments in the third quarter, especially the greater-than-cso fore cast exports and government contributions to demand. Accordingly, real GDP growth for as a whole is expected to be close to 63/4 percent. Given real GDP growth of 6 percent in the first half, this implies that growth in the second half would rebound to 7.5 percent, aided by favorable base effects, especially in the fourth quarter. Average CPI inflation for the first nine months has averaged 3.2 percent and is projected to reach 3.7 percent for the year as a whole. This implies average CPI inflation in the last quarter of 5 percent, in line with the RBI s forecast. Therefore, the GDP deflator is expected to grow by 3.6 percent for , somewhat higher than the CSO s forecast of 2.8 percent. Consequentially, nominal GDP growth is estimated at 10.5 percent, compared with the CSO s 9.5 percent estimate. 82

85 (Source: Economic Survey http://iksa.in/upsc/economic-survey-2018-download-free-pdf/5697- Volume I) OUTLOOK FOR The outlook for will be determined by economic policy in the run-up to t he next national election. If macro-economic stability is kept under control, the ongoing reforms are stabilized, and the world economy remains buoyant as today, growth could start recovering towards its medium term economic potential of at least 8 percent. Consider the components of demand that will influence the growth outlook. The acceleration of global growth should in principle provide a solid boost to export demand. Certainly, it has done so in the past, particularly in the mid-2000s when the booming global economy allowed India to increase its exports by more than 26 percent per annum. This time, the export response to world growth has been in line with the long-term average, but below the response in the mid-2000s.perhaps it is only a matter of time until exports start to grow at a healthy rate. Remittances are already perking up, and may revive further due to higher oil prices. Private investment seems poised to rebound, as many of the factors exerting a drag on growth over the past year finally ease off. Translating this potential into an actual investment rebound will depend on the resolution and recapitalization process. If this process moves ahead expeditiously, stressed firms will be put in the hands of stronger ownership, allowing them to resume spending. But if resolution is delayed, so too will the return of the private capex cycle. And if this occurs public investment will not be able to step into the breach, since it will be constrained by the need to maintain a modicum of fiscal consolidation to head off market anxieties. Consumption demand, meanwhile, will encounter different tugs. On the positive side, it will be helped by the likely reduction in real interest rates in compared to the average. At the same time, average oil prices are forecast by the IMF to be about 12 percent higher in , which will crimp real incomes and spending assuming the increase is passed on into higher prices, rather than absorbed by the budget through excise tax reductions or by the oil marketing companies. And if higher oil prices requires tighter monetary policy to meet the inflation target, real interest rates could exert a drag on consumption. Putting all these factors together, a pick-up in growth to between 7 and 7.5 percent in can be forecasted, reinstating India as the world s fastest growing major economy. This forecast is subject to upside potential and downside risks. The biggest source of upside potential will be exports. If the relationship between India s exports and world growth returns to that in the boom phase, and if world growth in 2018 is as projected by the IMF, then that could add another½ percentage point to growth. Another key determinant of growth will be the implementation of the IBC process. Here timeliness in resolution and acceptance of the IBC solutions must be a priority to kick-start private investment. The greater the delays in the early cases, the greater the risk that uncertainty will soon shroud the entire IBC process. It is also possible that expeditious resolution may require the government to provide more resources to PSBs, especially if the haircuts required are greater than previously expected, the ongoing process of asset quality recognition uncovers more stressed assets, and if new accounting standards are implemented. Persistently high oil prices (at current levels) remain a key risk. They would affect inflation, the current account, the fiscal position and growth, and force macroeconomic policies to be tighter than otherwise. One eventuality to guard against is a classic emerging market sudden stall induced by sharp corrections to elevated stock prices suggests that India s stock price surge is different from that in other countries but does not warrants an unguineness about its sustainability.) Savers, already smarting from reduced opportunities in the wake of demonetization, from depressed gold prices, and from lower nominal interest rates, would feel aggrieved, leading to calls for action. Stock price corrections could also trigger capital outflows, especially if monetary policy unwinds less hesitantly in advanced countries and if oil prices remain high. Policy might then have to respond with higher interest rates, which could choke off the nascent recovery. The classic emerging market dilemma of reconciling the trade-off between macro-stability and growth could then play itself out. 83

86 A key policy question will be the fiscal path for the coming year. Given the imperative of establishing credibility after this year, given the improved outlook for growth (and hence narrowing of the output gap), and given there urgency of price pressures, fiscal policy should ideally have targeted a reasonable fiscal consolidation. However, setting overly ambitious targets for consolidation especially in a pre- election year based on optimistic forecasts that carry a high risk of not being realized will not garner credibility either. Pragmatically steering between these extremes would suggest the following: a modest consolidation that credibly signals a return to the path of gradual but steady fiscal deficit reductions. Against this overall economic and political background, economic management will be challenging in the coming year. If the obvious pitfalls (such as fiscal expansion) are avoided and the looming risks are averted that would be no mean achievement. (Source: Economic Survey http://iksa.in/upsc/economic-survey-2018-download-free-pdf/5697/-Volume I) Fiscal development Bond yields have increased sharply since August 2017, reflecting a variety of factors, including concerns that the fiscal deficit might be greater-than-budgeted, expectations of higher inflation, a rebound in activity that would narrow the output gap, and expectations of rate increases in the US. As a result, the yield curve has become unusually steep. The fiscal deficit for the first eight months of reached 112 percent of the total for the year, far above the 89 percent norm (average of last 5 years), largely because of a shortfall in non-tax revenue, reflecting reduced dividends from government agencies and enterprises. Expenditure also progressed at a fast pace, reflecting the advancing of the budget cycle by a month which gave considerable leeway to the spending agencies to plan in advance and start implementation early in the financial year. Partially offsetting these trends will be disinvestment receipts which are likely to exceed budget targets. GST revenue collections are surprisingly robust given that these are early days of such a disruptive change. Government measures to curb black money and encourage tax formalization, including demonetization and the GST, have increased personal income tax collections substantially (excluding the securities transactions tax). From about 2 percent of GDP between and , they are likely to rise to 2.3 percent of GDP in , a historic high. Precise estimates of the government s contribution to this improvement vary depending on the methodology used. An econometric exercise yields an estimate of Rs. 40,000 crores over the two fiscal years of and Another based on comparing the difference in actual tax buoyancy in and over the previous seven-years average buoyancy, yields an estimate of about Rs. 65,000 crores (both exclude the 25,000 crores collected under the Income Disclosure Scheme and Pradhan Mantri Garib Kalyaan Yojana). Thus, the sum of all government efforts increased income tax collections, thus far, between Rs. 65,000 and Rs. 90,000 crores. These numbers imply a substantial increase in reported incomes (and hence in formalization) of about 1.5 percent to2.3 percent of GDP. As a result of the budget overruns, the central government s fiscal deficit until November 2017 was Rs. 6.1 lakh crore compared to the budgeted Rs. 5.5 lakh crore. In contrast, state governments seem to be hewing closely to their targeted fiscal consolidation in part because the center has guaranteed them a large increase in their indirect tax take, as part of the GST agreement. Reflecting largely fiscal developments at the center, a pause in general government fiscal consolidation relative to cannot be ruled out. In addition, the measured deficit for will include Rs. 80,000 crore (0.5 percent of GDP) in capital provided to public sector banks. But this will not affect aggregate demand, as reflected in international accounting practice which deems such operations as financing ( below-the-line ) rather than expenditure. In the case of borrowing by the states, markets have perhaps inadequately taken into account the fact that higher market borrowings by them does not reflect higher deficits; rather about Rs. 50,000 crore or 0.3 percent of GDP of market borrowings is due to changes in the composition of financing, away from higher cost NSSF borrowings 84

87 toward lower cost market borrowings. This lack of strict correspondence between the deficit and borrowings at the central and state levels is discussed in greater detail. For general government, about Rs. 40,000 crores represents greater market borrowings that are not due to deficits a fact which markets apparently have not internalized. Another factor contributing to the rise inbond yields has been stepped-up Open Market Operations (OMO) by the RBI. This amounted to a net sale of about Rs. 90,000 crores during April-December (compared to a net redemption of Rs. 1.1 lakh crores during the same period in ) to sterilize the impact of foreign flows, themselves induced by high interest rates. (Source: Economic Survey I) The macroeconomic indicators After 13 months of continuously under shooting the inflation target by an average of130 basis points, headline inflation for the first time crossed the RBI s 4 percent target in November, posting a rate of 5.2 percent in December The recent upswing in inflation stems from rising global oil prices (not all of which has been passed on to consumers), unseasonal increases in the prices of fruits and vegetables, and the 7th Pay Commission housing rent allowances, which mechanically increase inflation. Stripped of all these factors, underlying inflation has been increasing at a more modest pace, reaching 4.3 percent at end-december in part because firms are passing the incidence of GST on to final consumers only gradually. The current account deficit has also widened in and is expected to average about percent of GDP for the year as a whole. The current account deficit can be split into a manufacturing trade deficit, an oil and old deficit, a services deficit, and a remittances deficit (Figure 25). In the first half of , he oil and gold balance has improved (smaller deficit of $47 billion) but this has been offset by a higher trade deficit ($18 billion) and a reduced services surplus ($37 billion), the latter two reflecting a deterioration in the economy s competitiveness. Despite these developments, the overall external position remains solid. The current account deficit is well below the 3 percent of GDP threshold beyond which vulnerability emerges. Meanwhile, foreign exchange reserves have reached a record level of about $432billion (spot and forward) at end-december2017, well above prudent norms. (Source: Economic Survey http://iksa.in/upsc/economic-survey-2018-download-free-pdf/5697/-Volume I) Overview Of Logistics Industry The growth of the global logistics market is directly related to the development of international trade flow and the current economic environment. Asia Pacific and North America appear to be the most attractive markets for logistics, particularly when it comes to contract service such as third-party logistics. The global logistics market to grow at a CAGR of 6.54% during the period The growth of the global logistics market is directly related to the development of international trade flow and the current economic environment. Asia Pacific and North America appear to be the most attractive markets for logistics, particularly when it comes to contract service such as third-party logistics. The global logistics market to grow at a CAGR of 6.54% during the period The report covers the present scenario and the growth prospects of the global logistics market for To calculate the market size, the report considers the revenue generated by different vendors through the sales of logistics services to various industries that include manufacturing, consumer goods, F&B, automotive, and others. There are three major logistics model under global logistics, namely, second-party logistics (2PL), third-party logistics (3PL), and fourth-party logistics (4PL). The report also includes a discussion of the key vendors operating in this market. (Source: 85

88 In the wake of globalization, the importance of logistics is increasing as more and more, both national and multinational companies are sourcing, manufacturing and distributing their products and services on a global scale. Thus, the recognition of performance of logistics industry would become prime importance of economic development for India in long term. Favorable government trade policies have resulted in an increased demand for logistics services to keep pace with the increased logistics needs of importers and exporters which provides opportunity for expansion to the existing vendors. Indian Logistic Industry The Indian logistics industry is estimated to be worth around US$ 160 billion in and has grown at a compound annual growth rate (CAGR) of 7.8 per cent over the past five years. Considering the impact of implementation of the Goods and Services Tax (GST), the Indian logistics market is expected to reach about US$ 215 billion in , growing at a CAGR of 10.5%. Improved logistics have huge implications on increasing exports, as a 10% decrease in indirect logistics cost can contribute to around5-8% of extra exports. India has improved its ranking in the Logistics Performance Index (LPI) from 54 in 2014 to 35 in 2016 (Table 7).However, compared to countries like Singapore (rank 5), South Africa (20), Taiwan (25) and China (27), India has some way to go. Logistics: Challenges and suggested Action Plan High cost of logistics impacting competitiveness in domestic & global market Unfavorable modal mix (Roadways 60%, Railways 30%) and inefficient fleet mix Under-developed material handling infrastructure and fragmented warehousing Multiple regulatory/policy making bodies with procedural complexities including cumbersome and duplicate processes. High dwell time and lack of seamless movement of goods across modes. Suggested Action Plan Formulation of National Integrated Logistics Policy to bring in greater transparency and enhance efficiency in logistics operations. Develop integrated IT Platform as a single window for all logistics related matters. This portal will have linkages with the IT systems of Railways, Road transport & Highways, Shipping, Civil Aviation, CBEC, State Transport departments, etc. and act as a Logistics marketplace Usher in ease of documentation, faster clearance, digitization. Bring down logistics cost to less than 10% of GDP by 2022 Faster clearances for setting up of logistics infrastructure like Multi-modal logistic parks (MMLPs), Container Freight Container Freight Station (CFS), Air Freight Station (AFS) & Inland Container Depot (ICD). Introduce professional standards and certification for service providers 86

89 Promote introduction of high-end technologies like high-tech scanning equipment, RFID, GPS, EDI, online Track& Trace systems in the entire logistics network. Improve Logistics skilling in the country and increase jobs in Logistics sector to 40 million by (Source: Economic Survey II) Road Transport in India Road transportation is a USD 1.5 trillion industry globally. In India it is an especially significant sector, given our reliance on roads for freight transport. Over 60% of total freight in India is transported by road, and road transportation is estimated to be a USD 96 billion industry. Experts expect this industry to grow at a compounded annual rate of 15% over the next 5 years, more than double the expected rate of growth of the economy. Low entry barriers characterize the Indian trucking market, making it owner-operator driven on the supply side. Moreover, over 90% of the industry comprises of transporters with 25 fleets of under six vehicles. As is common in markets where supply is fragmented and geographically dispersed (another classic example being real-estate), trucking has many intermediaries that help match demand and supply. These agents tend to specialize in certain routes or regions and often provide other services like documentation and carrier verification as well. In general, freight transportation tends to be far more complex than moving people. Different types of freight have different handling and storage requirements, some of which may require the use of specialized vehicles like tankers and reefers. Even standard vehicles vary based on length and tonnage. Trucking landscape in India can be segregated as follows: By distance: Long haul trucking refers to inter-city trips and short haul refers to intra city trucking within a50 km radius. The latter usually involves the use of mini-trucks (under 3.5 tonnes) and vans to counter traffic congestion and transportation restrictions. By time sensitivity: Express trucking involves operations where routes and departure times are fixed. Express trucks do not halt enroute even on long trips and often have two drivers who drive in relay. By consignment size: Trucking may further be split into Full Truckload (FTL) and Less Than Truckload (LTL). The terms are self-explanatory, where for FTL, shippers can book the whole truck, for LTL, only part space can 87

90 be booked. LTL shippers may need to wait up to a week for goods to be shipped as the carrier tries to fill a truck load with multiple shipments. Experts estimate the Indian LTL market to be lower than 1% of the total road freight Lack of standardization of trucks and cargo make LTL an underdeveloped and low margin market in India. Because trucking is fragmented and heavily intermediated, the industry suffers from opaque pricing, which gets exacerbated during demand spikes in harvest and holiday seasons. Trucking brokerage rates can vary between INR 500 to INR 2000 or in the range of 7 15% of freight value per transaction. Industry margins depend on macro factors like economic growth, taxes and legislation as well as on fuel prices (which make up close to 50% of total freight transport cost). The key industry participants include the transport operators which are the trucking companies, and which solicit freight and convey it from one location to another. The transport operators or freight transportation services providers can be broadly classified as small fleet operators (SFOs), medium fleet operators (MFOs) and large fleet operators (LFOs) on the basis of number of trucks they own or control. Factors Impacting the Model Full Truck Load (FTL) The FTL segment comprises of a business model wherein the LFOs have contracts with the end-user to provide door to- door service and pay for the entire load carrying capacity of the truck (or FTL) from one location to another. The service is offered at a predetermined price and is generally used by customers/ manufacturers with large quantities of goods to be transported. Less than Truck Load (LTL) The LTL segment service is categorized into two categories: parcel and express cargo. LTL involves partial or less than the full capacity of the truck load. In LTL operations, the customers do not hire the entire truck, and the LTL service provider aggregates consignments from various clients and sends them across to the desired destination. Unlike FTL operations, wherein the consignment originates from a single source, this arrangement requires a wider reach and adequate infrastructure. Fleet utilization Fleet utilization levels are another determinant of a transporter's profitability as during a slowdown, the cost of maintaining a vehicle may exceed the freight it brings in. Several factors affect utilization levels such as the demand supply scenario, the goods the operator can transport and the routes which he plies. An LFO with a larger proportion of attached fleet can manage his utilization levels better by restricting hiring vehicles from the spot market. SFOs however, are affected by the competitive rates offered in the spot market due to a higher level of fragmentation 88

91 amongst themselves. The nature of goods that an operator can transport may also affect availability of freight as production of certain brackets of goods are more affected in a weak macroeconomic environment. Thirdly, metro routes generally draw more transportation than tier-i and tier-ii routes, also affecting fleet utilization levels. LFOs generally have a pan-india or multi-regional network and ply mostly on the metro routes. They also service tier-i and tier-ii routes through spot arrangements with local players in the market, but this does not affect their utilization levels. On the other hand, SFOs and medium freight operators (MFOs) generally have a regional presence and cater to the tier-i and tier-ii routes. In , with industrial activity and infrastructure project execution gathering pace, the fleet utilization levels are around 75 per cent. Load flexibility An LFO has the flexibility to offer services like full truck load (FTL), less than truck load (LTL) and express cargo transportation. Express cargo and parcel services also offer them higher margins. In the express segment, LFOs realize positive cash flows even at 40 per cent utilisation levels. With this flexibility in the kinds of loads services being offered, an LFO can restrict the impact on his margins when freight availability is low. However, SFOs or MFOs are unable to provide these premium services and therefore cannot cushion the impact on their margins in such periods. Thus, LFOs are better able to manage in an unfavorable business environment than SFOs. Other factors Other costs that a transport operator bears are fixed costs and variable costs. Fixed costs would typically comprise of interest payments, crew charges, administrative overheads, maintenance repairs, wayside expenses and amounts pertaining to contract amount, insurance payment, road taxes and permit charges, and the variable costs would include the driver and cleaner's salaries, fuel, toll taxes, lubricants, tyres, spare parts and other running expenditures. Fuel costs comprise more than 40 per cent of the total input costs and any change in fuel prices directly hits profitability. Some costs like payments to intermediaries, payments made in the form of border and state taxes at check posts may be appropriated in either fixed or variable cost. Assessment of the cost structure of different commercial vehicles is based on our understanding of the industry's dynamics and industry interactions. Many challenges plague Indian trucking, adding up to make road freight an expensive proposition. Some of these are as follows 89

92 Road infrastructure - Roads are the primary infrastructure required for the trucking sector. In 2013, the total road length in India was 4.7 million kilometers making it the second largest road network in the world. However, 61% of these are not even double lane roads, and only 3% are 4 lane or above. India's share of national highways in total road network is among the lowest in the world, at just 1.7%. This 1.7% carries over 40% of total freight traffic. An average Indian truck clocks only K miles per year, 1/6th the miles clocked by an average American truck. Poor efficiency is driven only in part by poor infrastructure. Variable tax structures - State specific taxes and legislation is another big factor affecting efficiency in the industry. Not only does this result in transport decisions being made on the basis of tax saving rather than operational efficiency but also causes delays at state borders and toll booths lead to Indian trucks losing several hours in a day. Most transporters give the truck driver a fixed sum to cover roadside expenses, salary and inducements. This provides perverse incentives for malpractices like overloading and fuel mixing, which in turn worsens fuel economies. Route variability - Familiarity with border officials, local language and routes leads drivers to prefer certain routes, further encouraging regional fragmentation. This results in 30-50% of empty back-hauls as truckers do not have networks to connect with shippers in the destination city. Empty returns pull down profitability further. Low skilled labour - Truck drivers themselves are low skilled and poorly paid. This coupled with poor working conditions has led to a shortage of drivers. IFTR estimates the driver shortage to hit 50% by Liquidity challenges - Working capital issues abound in the long haul segment. Large volume shippers or manufacturers have payment cycles of days. However, truck drivers demand cash down payments to manage en-route expenses and speed money. Most large transporters end up providing for this capital, which further eats into their margins. These inefficiencies have meant that road transportation is expensive in India, by almost 30% when compared to the US on a purchasing power adjusted basis. Despite challenges, the demand for road freight is projected to grow at close to 13% over the next 5 years. In addition to macro drivers of economic growth which will aid this market, a sizeable part of this growth is expected to come from the demand spurt in e-commerce. (Source: Warehousing Warehousing forms a crucial link in the overall logistics value chain. It accounts for ~5% of the Indian logistics market (excluding inventory carrying costs, which amount to another ~30%). Warehousing in India has been evolving rapidly from being traditional godowns -a mere four-wall-and-shed with sub optimal size, inadequate ventilation and lighting, lack of racking systems, poor hygiene conditions and lack of inventory management or evolved solutions such as warehouse management systems into modern setups with storage and handling points where raw material, intermediate and manufactured goods are collected, assorted, stored and distributed to the point of consumption/sale. As key end users are increasingly outsourcing their warehousing services, warehousing players are recognizing the need to be a part of the customer s logistics chain, as against being a landlord leasing out space. The size of the Indian warehousing industry (across commodities and modes) is pegged at about INR560 billion (excluding inventory carrying costs, which amount to another ~INR4, 340 billion). The industry is growing at over 10% annually. (Source: Current Status of Warehousing Capacity in India Almost 3/4of the organised warehousing sector is being controlled by Government PSUs such as the Food Corporation of India (FCI), Central Warehousing Corporation (CWC) and State Warehousing Corporations (SWCs). The current capacity of the organised warehouse, controlled by PSUs, cooperatives and private sector is million metric tons, of which the private sector has only million metric tons, the details are as follows:- 90

93 Name of the organization /Sector Storage capacity in million tons Food Corporation of India Central Warehousing Corporation State Warehousing Corporations and state agencies Cooperative Sector Private Sector Total Registered Warehouse During the year , the WDRA registered 588 warehouses in various states and the total no. of warehouses registered by the authority as on was (Source: Annual Report-Warehousing Development and Regulatory Authority ( WDRA )-2017) Government Initiatives The 'Make in India' campaign is being envisaged as a key strand of strategy for Indian economic revival and sustained growth. It promises that a boost in the country's manufacturing capabilities by inviting foreign capital and technology would not only adjust the balance in India's GDP skewed towards services but also provide employment. Make in India' embodies the manufacturing led, trade-export-growth model that has to be situated and understood in the context of global production systems. Therefore, the 'Make in India' strategy has to embed itself within the global supply chain network to participate and garner a greater share in the world trade. The trade logistics network forms the backbone of modern supra-national supply chains. Even if global production were to shift to India due to favourable wage-labour arbitrage, skilled work force, availability of industry specific clusters, reduction in non-tariff barriers amongst other incentives and she becomes the factory of the world a la China, high logistics costs could negate any low cost production advantage. Indian logistics costs are estimated to be at a high of around 13 to 14 per cent of GDP, almost double, when compared with 7 to 8 per cent of GDP in developed countries having superior logistics performance. 'Make in India' would necessitate more than mere connectivity to international trade logistics network, rather complete integration with it so that exporters can move, store and deliver goods faster and cheaper, the only way to retain their competitive advantage. Currently, the manufacturing sector in India contributes over 15 per cent of the GDP. The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP. Based on the recommendations of the Foreign Investment Promotion Board (FIPB), the Government of India has recently approved 23 proposals of FDI amounting to Rs 10, crore (US$ 1, million) approximately in August The Government of India has launched an initiative to create 100 smart cities as well as Atal Mission for Rejuvenation and Urban Transformation (AMRUT) for 500 cities with an outlay of Rs 48,000 crore (US$ 7.47 billion) and Rs 50,000 crore (US$ 7.78 billion) crore respectively. Smart cities are satellite towns of larger cities which will consist of modern infrastructure and will be digitally connected. The program was formally launched on June 25, The Phase I for Smart City Kochi (SCK) will be built on a total area of 650,000 sq. ft., having a floor space greater than 100,000 sq. ft. Besides, it will also generate a total of 6,000 direct jobs in the IT sector. The Indian Government is taking every possible initiative to boost the infrastructure sector. Some of the steps taken in the recent past are being discussed hereafter. Indian transportation and logistics industry is looking forward to the next level of growth, efficiency and sophistication, gradually leaving behind the traditional issues pivoted around inefficiencies and regulatory challenges. It is in this context, that regulatory reforms in the form of Goods and Services Tax (GST) are much needed now than perhaps ever before. Post GST, there will be improvement in the 91

94 logistic time after phasing out the border check posts resulting in improvement in operational efficiency through quicker and increased number of deliveries along with reduction in logistic cost during the transit. As per World Bank estimation, Indian corporates can save up to 30-40% of logistic costs incurred due to stoppages at various tolls and check posts. The implementation of the bill is expected to trim the logistic costs up to 20% from the current levels. GOODS AND SERVICES TAX (GST) The passage of the Goods and Services Tax bill can give a fillip to the trucking industry with ripple effects throughout the logistics sector for the following reasons - firstly, by simplifying the tax system, GST would reduce wait time at check posts which is currently spent in dealing with numerous state taxes. At inter-state check points, trucks have to wait for an average of 5-7 hours. In India, a truck can cover only an average of km per day as against km per day covered by trucks in US and Europe. Although there are other factors for the poor efficiency such as lack of GPS route optimization, poor quality vehicles, road quality etc., simply eliminating the 5-7 hours wasted at check points would result in an extra km covered per day. Also, drivers, at present, often avoid unfamiliar inter-state routes since they are uncomfortable with language barriers etc. another challenge the GST bill is expected to reduce. Secondly, companies are compelled to maintain warehouses in each state in the current scenario, which is an extremely inefficient and expensive proposition. GST incentivizes fragmentation throughout the value chain. The creation of logistics hubs and parks and increased focus on operational efficiency will result in potential benefits from economies of scale in trucking. The current model of owner-operator in trucking industry could slowly fade away with the passage of GST and get replaced by large nationwide freight transport contractors. It is estimated that the implementation of the bill will trim the logistic costs up to 20% from the current levels. Industry growth Demand for freight transport by road is achieving a significant boost from the overall growth of core industries such as crude oil, petroleum and petroleum products, natural gas, fertilizer, coal, electricity, cement, finished steel, textiles, FMCG etc. The Indian textiles industry is expected to triple from USD 78 billion currently to USD 220 billion by The overall FMCG market is expected to increase at (CAGR) of 14.7 per cent to touch USD billion in Increasing demand in turn, drives up freight rates. For instance, road freight rates for a return trip from Delhi to Mumbai and Delhi to Chennai, in April 2016, rose 6.7% and 4.4% respectively, according to data available with the Indian Foundation of Transport Research and Training (IFTRT). This pace of increase is the fastest ever observed year on year. There has been a 10% increase in the movement by road of cement, fertilizer and steel in April which further helped improve the rate of fleet utilization and round trip prices on trunk routes by 10-15%. Growth of E-commerce The rapid growth of e-tail has introduced new logistics elements into the traditional supply chain. One of the biggest challenges for e-tail players has been fulfillment of orders, a large proportion of which come from tier 1-3 cities and towns. The average fulfillment costs for most players stand at 7 10% of GMV. Of this the largest component is linehaul, which involves shipping orders from the origin city (merchant-location) to the destination city (where the customer is), accounts for 57% of total costs. Today, 80-90% of inter-city e-tail orders in India are being transported by air, driven by the need for fast fulfillment coupled with the poor efficiencies of road transportation. However, as ecommerce evolves, it is expected that increasing margin pressure and high congestion at airports will force ecommerce players to turn to road freight, resulting in road freight to account for close to 75% of e-tail order fulfillment by the end of the decade. Further, an increasing share of e-tail in larger cities will be same city commerce i.e. fulfilled using inventory housed in warehouses in or around the city. These trends will mean that both short haul and long haul trucking are likely to see a lot of new demand from ecommerce. (Source: 92

95 OUR BUSINESS Business Overview We are an organised third-party logistics service operator offering logistics solutions to a wide range of customers. We offer Full Truck Load (FTL) and hub-and-spoke transportation model and warehousing services to select clients with pan-india distribution network and automated technology systems. Our customers operate in various sectors across India, including automotive and heavy engineering, telecom, food and agro, fast-moving consumer goods ( FMCG ), paint and dairy. We believe our business model enables us to act as a service provider that can comprehensively cover our customers logistics requirements. We provide solutions that enable our customers to leverage our distribution network which optimises the performance, cost and efficiency of their supply chains, shortening their lead-time to market resulting in lower inventory costs to the customer. We offer our customers services in three key areas (1) Transportation whereby we provide point-to-point, less-than truck-load, time-definite transportation services; (2) Warehousing whereby we provide warehousing, distribution and cold-chain warehousing; and (3) Value-added Services including, temperature-controlled logistics, supply chain solutions and cargo handling services at integrated check posts. As of September 30, 2017, we have five (5) trans-shipment centres at Guwahati, Bangalore, Hyderabad, Delhi-UP border, and Kundli (Delhi-Haryana border) and forty nine (49) branches across India, covering twenty three (23) states as of September 30, We operate two hundred sixty four (264) owned containerised vehicles which are GPS-enabled vehicles, of which eighty five (85) are refrigerated (reefer) trucks. We provide warehousing facilities to select customers and our warehouses are well connected to several manufacturing and consumption clusters in India aggregating to 3.54 lakh square feet. We have warehouses in Modinagar, Ghaziabad, Delhi and Panipat. We are in the process of setting up additional large format, multi-user warehouses in certain strategic locations and have acquired land at Agartala in Tripura and Mysore in Karnataka adding 1.08 lakhssquare feet which will enable the expansion of our warehousing space to 4.62 lakhssquare feet by April, We have adopted technology and processes, including (i) a system on loading and unloading of orders with accuracy; (ii) GPS-enabled trucks that provide real-time visibility of shipments; (iii) data logger for controlling temperature in reefers and (iv) driver and truck management systems. Our warehouses are equipped with information and technology services like warehouse management systems (WMS) for optimal management and storage in the warehouse. We are certified for Quality Management Systems (ISO ) and have certifications from IBA, SEDEX, and FSSAI license for compliance of their standards. We have received the ASSOCHAM Excellence Award Best Logistics Company of the year For Fiscals 2017, 2016 and 2015, our revenue from operations was Rs. 19, Lakhs, Rs Lakhs and Rs. 18, Lakhs, respectively, representing a CAGR of 2.07 % during the last three Fiscals. For Fiscals 2017, 2016 and 2015, our net profit was Rs Lakhs, Rs Lakhs and Rs Lakhs, respectively, representing a CAGR of 11.56% during the last three Fiscals. For Fiscals 2017, 2016 and 2015, our EBITDA was Rs Lakhs, Rs Lakhs and Rs Lakhs, respectively, representing a CAGR of 8.07% during the last three Fiscals. Our Operations We offer third-party logistics services to a wide range of customers. We offer our customers services in two key areas (1) Transportation whereby we provide point-to-point, less-than truck-load, time-definite transportation services; (2) Warehousing whereby we provide warehousing, distribution and cold-chain warehousing; and (3) Value-added Services including, temperature-controlled logistics, supply chain solutions and cargo handling services at integrated check posts. The scope of logistics services that we provide to any given customer varies based on that customer s needs and requirements, including its current supply chain processes, its outsourcing needs, its sector practices and the size and coverage of its distribution network across India. 93

97 The following map shows our network of trans-shipment centres, branches and warehousing facilities used throughout our logistics offerings: Transportation Services Our transportation service offering provides customers distribution services using our hub-and-spoke distribution network and our containerised fleet of technology-enabled trucks. We have a low carbon emitting young fleet of two hundred and sixty four (264) Tata Motors, Ashok Leyland and Eicher trucks equipped with a wide range of cargo loads beginning from 1 Ton, used for pick-up and delivery and 9 Ton to 20 Ton used for long haul transportation. Our vehicles are fully containerised and all weather-proof. We use both owned and third party vehicles for our operations. The ratio of owned to third party vehicles used in operations us about 1:3 in the FY Our revenue attributable to our transportation services for Fiscals 2017, 2016 and 2015 was 18, Lakhs, 18, Lakhs and 17, Lakhs, respectively, which accounted for 94.65%, 94.25% and 96.18%, respectively, of our revenue from operations for such periods. Processes and Infrastructure The distribution network for our transportation services is based on Full Truck Load (FTL) and hub-and-spoke model consisting of five (5) trans-shipment centres at Guwahati, Bangalore, Hyderabad, Delhi-UP border, and Kundli (Delhi-Haryana border) and forty nine (49) branches across India, covering twenty three (23) states as of September 30, Further, we operate two hundred sixty four (264) owned containerised vehicles which are GPSenabled vehicles, of which eighty five (85) are refrigerated (reefer) trucks. We have adopted technology and processes, including (i) a system on loading and unloading of orders with accuracy; (ii) GPS-enabled trucks that provide real-time visibility of shipments; (iii) data logger for controlling temperature in reefers and (iv) driver and truck management systems. Our trans-shipment centres serve as junctions where shipments from various centres and branches arrive and are sorted and grouped based on their ultimate destinations and shipping routes. Our branches are fully computerised 95

98 smaller operating units where we carry out booking and delivery of shipments. Our branches receive shipments from various customers around the area and these are delivered initially to the other branches near to the destination of the end customers. As of September 30, 2017, we operated forty nine (49) branches in various locations across India. We also have arrangements with third party operators where our Company does not have a branch and the operators make pick-ups and deliveries for our Company s customers from such locations. Furthermore, we use independent contractors known as pick-up and delivery associates as and when required, who make pick-ups and deliveries for particular branches or other locations. We offer customers customised packaging solutions as a part of our transportation services which deliver goods to end destination in unitised portions to allow for easy shelving on retail shelves for FMCG clients. Our transportation services operated two sixty four (264) containerized GPSenabled vehicles of which eight five (85) are refrigerated (reefer) trucks that are owned by us. All of our vehicles ensure timely transport with minimal damage to goods, regardless of weather conditions. Pricing and Contract Terms We charge our customers for transportation services in a number of ways, including (i) on the basis of actual or volumetric weight of goods transported from the location of origin to the ultimate destination, (ii) on a per trip or per kilometre basis, or (iii) for the use of a dedicated vehicle for a specific number of kilometres each month, with additional charges for extra distance. Temperature-Controlled Logistics Our temperature-controlled logistics offering provides product-handling solutions for temperature-sensitive perishable products through temperature-controlled warehousing and transportation in our reefer trucks. Processes and Infrastructure Our temperature-controlled reefer trucks can maintain perishable goods in the frozen temperature range (-20 to 0 degrees Celsius), chilled temperature range (0 to +4 degrees Celsius), cold temperature range (+2 to +15 degrees Celsius) and cool temperature range (+8 to +25degrees Celsius), depending on the needs of the customer and products. We ensure adherence to internal storage and transportation policies to ensure perishable goods are kept at constant temperatures and in compliance with contractual requirements for such perishable goods. We are also FSSAI compliant. Our fleet of temperature-controlled reefer trucks maintain a temperature-controlled environment to ensure proper handling of perishable products throughout the transportation process. Our reefer trucks are equipped with insulated doors with inner and outer seals and a secure door locking system to maintain internal temperature. Further, the container body floors of our reefer trucks are fitted with gratings to improve the efficacy of return air evaporation and the uniform circulation of air, which are critical to the maintenance of a steady temperature-controlled environment integration. As of September 30, 2017, we owned eighty five (85) reefer trucks for use in our temperature-controlled logistics operations. Pricing and Contract Terms We generally charge our customers for temperature-controlled warehousing storage and handling on per pallet, per ton or per cubic feet basis. We charge our customers for temperature controlled transportation (i) for primary transportation (typically longer distances, including between states and cities), on a per trip basis based on distance travelled from the point of origin to the destination and (ii) for secondary transportation (typically shorter distances, including intra-city transportation), on a monthly basis either with or without a minimum guaranteed distance travelled. Our business is fairly working capital intensive. Post delivery and upon raising an invoice, payment is received by us in days, whereas the costs incurred by our Company for diesel, toll, driver charges, tyre and repair and maintenance expenses are to be paid upfront for the vehicles owned by us. As regards vehicles hired by us from third party providers, hiring charges are required to be paid upfront mainly to small fleet operators. Warehousing We provide warehousing facilities to select customers and our warehouses are well connected to several manufacturing and consumption clusters in India aggregating to 3.54 lakh square feet. We have 6 warehouses details of which are given below: 96

99 No. Warehouses Area (Square feet in lakhs ) 1. KRIBHCO warehouse, Modinagar, U.P Continental Warehouse, Jattipur Panipat, Haryana NCCF Cooperative Federation, Okhla, Delhi Plot no 53/13,15,16, Nangli Poona, Delhi Plot no 53/33,34, Nangli Poona, Delhi Kharsa no. 146/147/148/150 /153, Jindalnagar, Ghaziabad, U.P 0.75 Total 3.54 In some of our warehouses, we provide information and technology services like warehouse management systems (WMS) for optimal management and storage in the warehouse. We are in the process of setting up additional large format, multi-user warehouses in certain strategic locations and have acquired land at Agartala in Tripura and Mysore in Karnataka adding 1.08 lakhs square feet which will enable the expansion of our warehousing space to 4.62 lakhs square feet by April, Value-added Services We also provide certain value-added services as a part of our warehousing services. We design the layout of the value-added services area, the level of technology and automation required and the processes based on the variety and volume of goods being processed. From time to time, we also offer certain additional services to our customers based on their unique requirements. For instance, we provide freight forwarding services in respect of goods imported and exported into and outside India, as well as customs clearance to ensure compliance with Indian importexport regulations. We also provide our customers a mix of transportation services i.e. both road and rail, through the Container Corporation of India (CCI) and Indian Railways for express delivery of their shipments. Branch and Warehouse Arrangements We typically enter into lease agreements or leave and license agreements for our branches for terms ranging between one (1) to three (3) years. We generally bear the infrastructure and technology costs within our branches. Our branches include built-to-suit, multi-sector and multi-customer. Similarly, our warehouses are on lease or leave and license basis. We are in the process of constructing our own warehouses and have already acquired land at Agartala in Tripura and Mysore in Karnataka. Customers are generally charged for our warehousing services on a fixed monthly billing basis. Technology and Automation We have adopted technology and automation throughout our logistics operations and customised them to suit our operational requirements based on our experience and understanding of our customers requirements. Our use of technology and automation helps ensure efficiency and sorting of our customers goods, while maintaining accuracy as well as complete visibility of inventory in the warehouse and delivery chains. Some of our key technology and automation processes are summarised as follows: Transport Management System: Our TMS provides customers with 24x7 direct visibility into the distribution chain through an online portal providing updates from pick-up, to in-transit status, to delivery, to electronic proof of delivery, to electronic billing. The TMS further allows customers to customise shipment options such as arranging pick-ups, cash-on-delivery shipments, appointment-based shipments, return order management and other customised options as well as providing routing and scheduling optimisation. Further, the TMS provides alerts to customers in the event of any delays or unforeseen circumstances in the transportation chain. Vehicle Tracking System: Our GPS-enabled vehicles allow for real-time tracking of customer goods. Mobility Platform: Our Mobility Platform is a portal for our customers to access our TMS. The Mobility Platform connects the features of our Vehicle Tracking System (VTS) with our TMS to provide customers realtime tracking. We have capability to integrate our customers technologies with our own systems that we have implemented in order to provide them visibility into their supply chain. Such integration includes integration of the following customer technologies. 97

100 Warehouse Management System: Our warehouse management system provides customers with an inventory management tool that can be integrated directly with a customer s enterprise resource planning system, providing visibility of inventory in the distribution centre. Driver and Vehicle Management Systems: We have our own mobile app for drivers featuring real time vehicle tracking, information regarding loading and unloading, managing delays like breakdowns, updating drivers from the central control room if there is any change in the plan/ trip, giving feedback at the time of delivery from or to the customer, SMS alerts and auto generated s to the central control room in case of an emergency, updating the advance monies given to drivers in route and accounting for the same. We have installed diesel level sensors to detect the quantity of fuel in trucks, door sensors, RFID chips in tyres for tyre management, temperature sensors in our cold storage fleet. We also have an online portal which provides the MIS reports and statistics on our operations. We also install portable GPS devices on third party vehicles for better operational management of these vehicles. To manage driver and vehicle operations, we have established a fully digitized control room situated at Kundli, Sonepat in Haryana. We are in the process of installing a customized online dashboard/portal, which will be integrated with the GPS. All vehicle placements, customer information, vehicle finance details, vehicle status as regards repairing, accident, waiting for load, loaded, in route, waiting for documents and such other related matters will be uploaded on the portal which will expedite vehicle placement pan-india. A unique centralised online indenting portal, Indent Tower, has been developed to consolidate and streamline our indenting system. By way of this portal, orders can be directly received from our customers over this portal and the master-data can be accessed by the team from every our generating branches. All indent related reports are auto generated based on data feeding and information received. This portal saves time and use of manpower in fetching indents through calls, s and other modes of communication. Workshop for Vehicle Management We have a fully equipped workshop with latest machinery and tools for wheel alignment, fuel tester, and other instruments for vehicle testing and servicing resulting in costs saving and direct control over maintenance. We have entered into an arrangement with Michelin, India for tyre management and services of all our vehicles. We have an arrangement with the Indian Oil Corporation (IOC) for diesel fueling and payments are made directly to IOC by our office completely eliminating cash transactions. For drivers in transit expenses like food and miscellaneous expenses, we have an arrangement with HDFC Bank for prepaid cards which are used by drivers for small transactions. The implementation of these measures has strengthened our control on the ground and reduced inflated claims by drivers for the expenditure incurred by them during transit. Our Fleet Type - Pick Up; Capacity 1 Ton Type - 19 FT container; Capacity 4.5 Ton Type 20 FT; Capacity 4.5 Ton 98

101 Type - 34 FT. container; Capacity 19 Ton Type - Dry Pneumatic Bulker; Capacity 20 Ton Type - 36 FT. Container; Capacity 19 Ton Type - 32 FT. Refer Container; Capacity 12 Ton Type - Flatbed; Capacity 15 Ton Type - Open Body Truck; Capacity 20 Ton Type - Tanker; Capacity 19 Ton Our Strengths We are an integrated service provider with an extensive network of branches in a fast-growing third-party logistics market. We are an integrated service provider with five (5) trans-shipment centres for LTL (less than truck load) at Guwahati, Bangalore, Hyderabad, Delhi-UP border, and Kundli (Delhi-Haryana border), forty nine (49) branches spread across India covering 23 states in India. The locations of branches and delivery network enables us to provide our customers with access to multiple destinations for booking and delivery of goods across India. For a map showing our facilities across India, please see Our Business Our Operations. We provide certain value-added services as a part of our warehousing services and also design the layout of the value-added services area, the level of technology and automation required and the processes based on the variety and volume of goods being processed. We offer certain additional services to our customers based on their unique requirements like freight forwarding 99

102 services and cargo handling in respect of goods imported and exported into and outside India, as well as customs clearance to ensure compliance with Indian import-export regulations. We also provide our customers a mix of transportation services i.e. both road and rail, through the Container Corporation of India (CCI) and Indian Railways for express delivery of their shipments. Extensive owned fleet of vehicles We have a low carbon emitting young fleet of Tata Motors, Ashok Leyland and Eicher trucks equipped with a wide range of cargo loads beginning from 1 Ton, used for pick-up and delivery and 9 Ton to 20 Ton used for long haul transportation. The ratio of owned to third party vehicles used in operations us about 1:3 in the FY We own two sixty four (264) containerized GPS-enabled vehicles of which eight five (85) are refrigerated (reefer) trucks. All of our vehicles ensure timely transport with minimal damage to goods, regardless of weather conditions. Our temperature-controlled reefer trucks maintain a temperature-controlled environment to ensure proper handling of perishable products throughout the transportation process. Comprehensive solution for transportation requirements. We provide comprehensive third-party logistics services through transportation, warehousing and temperaturecontrolled logistics at competitive rates. We provide end-to-end customised logistics, warehousing and supply chain solutions for certain select customers. Our ability to manage most of the supply chain requirements of our customers enables our customers to reduce the number of service providers they engage. Our logistics offerings also present us with cross-selling opportunities for providing warehousing facilities to the customers and other value added services. Diverse customer base across many sectors. Our customer base spans many sectors, including retail, pharmaceutical, telecom, automotive and heavy engineering, food and agro, FMCG, paint and dairy. We have a diversified customer base in each of the sectors we serve, including Indian corporate groups and multinational companies. We believe we are well positioned in the logistics industry in India, given our experience and infrastructure suited to serve a wide range of sectors. Over the years, we have built strong customer relations, demonstrating the value proposition we provide and positioning us for expected further growth. We have installed technology and automation. We have adopted technology and automated processes for meeting client-specific needs. We have made investments to implement automated technology and processes in order to increase capacity, operating efficiency and costs saving thereby improving our profitability and allowing us to customise services to suit our requirements and those of our customers. We have adopted various technologies and automation in our business, including (i) our Transport Management System ( TMS ), which provides shipment-level visibility from pick-up, to delivery, to billing as well as routing solutions, and is also linked to our enterprise resource planning system, (ii) our Vehicle Tracking System ( VTS ), which enables our customers to track their goods online and in real-time while in transit; (iii) remote access to our delivery vehicles and (iv) a real-time data logging system that enables us to monitor temperature variations in our distribution centres and our reefer trucks used in our temperature-controlled logistics services. Experienced management team. We have a management team with vast experience in the logistics industry. The quality of our management team has been critical in achieving our business results. All members of our senior management team have substantial experience. Our Managing Director and CEO Mr. Sanjay Gupta, has over thirty (30) years of experience in the logistics sectors.. Experience in this industry is the key in driving business growth and provides thought leadership on making operations more efficient and productive, including with the use of technology. Our management team is responsible for formulating our strategy, managing our service areas, diversifying our business and sector mix, ensuring strong operating and technology platforms and expanding our customer relationships. Further, our management team enables us to conceptualise and develop new services, effectively markets our services, and develop and maintain relationships with our customers and vendors. Over the years we have had a low attrition rate 100

103 thereby reducing delays and disruptions in our operations. For further information relating to our management, please see the section entitled Our Management on page 114. Business Strategies Capitalise on the growth of the third-party logistics industry in India. The third-party logistics market in India is expected to continue to grow in line with its historical trajectory, due to strong demand and supply-side drivers, such as the expected growth in the Indian economy, increasing urbanisation, increased consumerism due to higher per capita incomes, favourable changes, incentives from the government for infrastructure investment and higher levels of outsourcing of logistics activities. This indicates market growth potential for established third-party logistics service providers in India such as us. Organised third-party logistics providers are also expected to grow much faster compared to unorganised providers, due to various reasons including increasing sophistication of clients, the trend towards centralised supply-chain decision making and favourable regulatory changes, including the introduction of GST and E-way bill, which was implemented from July 1, 2017 and February 1, 2018, respectively. The introduction of GST in India is expected to favour growth in outsourced logistics, and in particular, large-scale logistics operations that will be capable of handling multiindustry. We will further benefit from the forward charge mechanism (FCM) model under GST, whereby we will be able to claim input tax credit (ITC) of GST against our expenditure. We intend to capitalise on these opportunities in the Indian third-party logistics market, given our experience in this business and operations. The size and scale of our operations and the reliability of our services will assist us in furthering our pan-india operations. Further, we believe that the projected growth and the changes in the Indian third-party logistics market resulting from the introduction and implementation of GST in India will result in an increase in the dependence of existing and new customers on third party logistics services. Target growth by identifying new customers, increasing our share of existing customers third-party logistics spending and leveraging existing relationships. We have implemented sales and marketing strategies to ensure a continuous flow of business. We are also able to target a large customer base due to our experience of dealing with customers across multiple sectors, which provides us with a significant competitive advantage. Our strategy also includes marketing customised solutions to target customers and analysing their business processes to propose a comprehensive supply chain infrastructure and plan. Our senior management focuses on customer account management for existing customers and new business development. With our multi-industry exposure and by leveraging the network of our senior management, we have access to many potential customers across varied sectors. Apart from expanding our reach to new customers, we aim to increase our revenues and margins by expanding the range of services we offer to existing customers. As our customers continue to grow and their supply chains increase in size and complexity, we intend to focus on expanding the range of services for which they rely on us, cater to new geographies in which they operate and expand our services into their new product lines. As our logistics services can typically be integrated with our customers supply chains, this enables us to cross-sell the other services and capabilities we have to offer. Invest further in infrastructure and expand our network. We plan to continue to invest in enhancing our infrastructure to enable us to respond quickly to our customers changing needs, thereby continually improving the competitiveness of our supply chain solutions. We intend to increase capacity in our existing distribution centres in order to increase our volume handling capability as well as identify certain new locations to establish additional distribution centres. In our express logistics services, we intend to expand the reach of our distribution network. This will entail increasing the number of our hubs, branches and feeder routes in order to enable our fleet of technology-enabled vehicles to reach more locations across India. We intend to expand our warehousing facilities presently at Modinagar, Ghaziabad, Delhi and Panipat to new locations such as Agartala, in the North East of India and Mysore, in South India. Continue to focus on enhancements in technology 101

104 We believe that our technological capabilities play a key role in helping us effectively manage our pan-india operations, maintain operational and fiscal controls, and support our efforts to enhance client service levels. We have made consistent investments in technology over the past several years. We intend to continue to acquire technology systems to increase asset productivity, improve operating efficiencies, and strengthen our competitive position. We will continue to automate major processes in our business to improve process efficiency, reduce costs, and offer a differentiated value proposition to our clients. We source these technologies from third party vendors and new clients. This solution will carry out network redesign and optimization, identify strategic warehouse locations, provide transportation and distribution solutions to meet market imperatives and increase data visibility and exchange. A unique centralised online indenting portal, Indent Tower, has been developed to consolidate and streamline our indenting system. By way of this portal, orders can be directly received from our customers over this portal and the master-data can be accessed by the team from every our generating branches. All indent related reports are auto generated based on data feeding and information received. This portal saves time and use of manpower in fetching indents through calls, s and other modes of communication. Continue to establish new multi-user warehouses In order to take advantage of the business expansion opportunities offered by the GST regime, we intend to obtain leasehold or license rights over large, multi-user, integrated warehouses in certain specific well-connected and central locations in India. Our present warehouses are well connected to several manufacturing and consumption clusters in India and has an aggregate warehousing space of 3.54 lakh square feet. We have warehouses in Modinagar, Ghaziabad, Delhi and Panipat. We are in the process of setting up additional large format, multi-user warehouses in certain strategic locations and have acquired land at Agartala in Tripura and Mysore in Karnataka adding 1.08 lakhssquare feet which will enable the expansion of our warehousing space to 4.62 lakhssquare feet by April, The locations for these multi-user warehouses take into consideration the post-gst demand patterns likely to emerge and how we intend to position ourselves to ideally serve our clients needs. The warehouses will be constructed to industry standards of quality, safety, design and scalability. We will have the capability to provide a wide variety of warehousing and value added services from these multi-user warehouses. Customers We have a diverse customer portfolio including multinationals, domestic and the MSME, servicing many of India s industries across various sectors. We procure orders from our customers by way of e-bidding and direct relationship with customers and their representatives. Sectors We serve customers across a range of sectors across India, including automotive and engineering, food and agro, FMCG, telecom, paint and dairy. Each of these sectors has unique considerations that we must take into account in optimising our service offerings to our customers. For instance, logistics in the FMCG, food, telecom, agro and dairy sector are complex given that the products typically have a short shelf life and require strict monitoring to ensure that customers receive products with adequate shelf-life. Our infrastructure and processes enable us to handle increased throughput for both perishable food products and non-perishable FMCG products. Competition The third-party logistics industry is unorganised and highly fragmented in India. The principal competitive factors include service quality, reliability, price and the ability to address varying requirements of different sectors and specific customer needs comprehensively. We believe that our ability to compete effectively is primarily dependent on ensuring consistent service quality and timely services at competitive prices, thereby strengthening our brand and reputation over the years. Very few organised service providers in India have a comprehensive pan-india presence. In addition, a number of logistics providers operate only in one line of business (i.e. transportation, warehousing or temperature controlled logistics) whereas our Company provides end to end (E2E) solutions i.e. from primary 102

105 logistics to last mile delivery. We compete against various logistics service providers in different service areas in different geographic locations across India in addition to regional and unorganised service providers. Employees We have developed a pool of skilled and experienced personnel. We also contract personnel as well as hire part-time employees and temporary staff to meet our seasonal or specific project needs. As of January 31, 2018, we had 521 full-time employees, respectively, across the following function areas: administration, office, commercial, IT & systems, secretarial and legal, marketing, operations, procurement, projects, property, sales, loss prevention and transportation solutions. We gear our training efforts toward developing our personnel to allow for advancement and success within our organisation. Many of our senior management have risen through our ranks and have over two decades of experience. Over the years we have had a low attrition rate thereby reducing delays and disruptions in our operations. Drivers are a critical resource for our Company. We give significant time and effort in the recruitment, training and retention of drivers. We have incorporated security procedures and provide induction training to our new drivers and are further supported by other aspects of fleet safety management system including management and motivation of drivers through examples, coaching and leadership. We provide training and undertake classroom sessions on driver handbook, vehicle familiarization covering vehicle controls, feedback sessions, safety features and vehicle handling. We also educate our drivers on defensive driving skills, tiredness and fatigue management, self-awareness, first-aid and HIV/AIDS awareness. We provide training to our drivers on technologies such as anti-skid and anti-rollover techniques and economical driving by paying drivers on a per km basis to incentivize them to drive the vehicle efficiently thereby leading to higher earnings for themselves. We also conduct regular health checkups with special focus on eye testing and eye related ailments. We also conduct random drug and alcohol tests and training sessions for our drivers to ensure safe driving. Information Technology The continuous development of our technology systems is essential not only to improve our internal operations and financial performance, but also to provide our customers with effective, timely, and reliable services. We evaluate our technology systems and personnel to service our customers needs. Information technology is a key differentiator for certain customers in the supply chain and logistics industry. For further details of our key technology used in our logistics operations see Our Operations Technology and Automation. Health and Safety We are committed to implementing measures to comply with applicable health and safety laws and regulations. We are also certified for Quality Management Systems (ISO ) and have certifications from IBA, SEDEX, and FSSAI license for compliance of their standards. Intellectual Property We have applied for registration of our Logo with Trademarks Registry, Government of India. The detail of trademark application is as under: Logo Application Date Application No. Class Status February 14, Send To Vienna Codification Insurance We maintain a comprehensive and third party set of insurance policies, which are renewable every year. Our property, plant and equipment are insured for standard risks, including fire, earthquakes, theft and our vehicles are 103

106 insured for accidental damages. We maintain medical insurance policies, personal accident insurance policies for our employees and a workmen s compensation policy. Our policies are subject to customary exclusions and deductibles. Properties Our Company has entered into six (6) lease agreements with the Delhi Metro Rail Corporation (DMRC) for our corporate office premises at Jhilmil Metro Station Complex and other office premises at other metro stations for a period of fifteen (15) years. One (1) lease agreement with the Tripura Industrial Development Corporation (TIDC) for the Agartala warehouse land for a period of thirty (30) years and one (1) lease agreement with the Mr. Sanjay Gupta for the registered office. Additionally, our Company has entered into forty two (42) lease agreements for branches and warehouses in different parts of India. Six (6) lease agreements have been entered into by our Company for transhipment centres. We have also sublet our warehouses by way of lease agreements for 2-3 years period to our select customers. 104

107 KEY REGULATIONS AND POLICIES The following description is a summary of the relevant regulations and policies as prescribed by the Government of India. The regulations set below are not exhaustive and is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional legal advice. We set out below certain significant legislations and regulations which generally govern the logistics industry in India: Laws in relation to our Business Warehousing (Development and Regulation) Act, 2007 The Warehousing (Development and Regulation) Act, 2007 (the Warehousing Act ) was notified and came into effect on September 19, The Warehousing Act prescribes, among other things, the form and manner of registration, development and regulation of warehouses. The Warehousing Act also provides for setting up of a Warehousing Development and Regulatory Authority (the WDRA ) which comprises a chairman and not more than two other members. The WRDA has the duty to regulate and ensure implementation of the provisions of the Warehousing Act and promote orderly growth of the warehousing business. The powers and functions of the WRDA include, amongst others, (i) to regulate the process of pledge, creation of charges and enforcement thereof in respect of goods deposited with the warehouses; (ii) to promote efficiency while conducting the warehouse business; (iii) to promote professional organizations connected with the warehousing business; (iv) to maintain a panel of arbitrators and to nominate arbitrators from such a panel in disputes between warehouses and warehouse receipt holders; and (v) to determine the rate of, and levy, the fee and other charges for carrying out the provisions of the Warehousing Act. Warehousing Regulations Public Warehouse Licensing Regulations, 2016, the Special Warehouse (Custody and Handling of Goods) Regulations, 2016 and the Private Warehouse Licensing Regulations, 2016 (collectively, the Warehousing Regulations ) govern the issue of public, private and special warehouse licences to different categories of applicants. The Warehousing Regulations stipulate the conditions for grant of warehouse licences and also set out other requirements in relation to validity, surrender and transferability of the said licences. The Food Safety and Standards Act, 2006 and the Food Safety and Standards Rules, 2011 The Food Safety and Standards Act, 2006 (the FSSA ) came into force on August 23, 2006 with a view to consolidate laws relating to food and to establish the Food Safety and Standards Authority of India (the Food Authority ). The Food Authority sets out scientific standards for articles of food and to regulate their manufacture, storage, distribution, sale and import to ensure availability of safe and wholesome food for human consumption. The Food Authority is also required to provide scientific advice and technical support to the Government and the State Governments in framing the policy and rules relating to food safety and nutrition. The FSSA also sets out requirements for licensing and registering food businesses, general principles for food safety, responsibilities of the food business operator, liability of manufacturers and sellers, and adjudication by the Food Safety Appellate Tribunal. The FSSA has not been fully notified and has only been partially enacted. In exercise of powers under the FSSA, the Food Authority has framed the Food Safety and Standards Rules, 2011 (the FSSR ) which have been operative since August 5, The FSSR provides the procedure for registration and licensing process for food business and lays down detailed standards for various food products. The FSSR also sets out the enforcement structure for the commissioner of food safety, food safety officer and food analyst, and procedures for taking extracts, seizure, sampling and analysis. The Food Authority has also framed the following food safety and standards regulations in relation to various food products and additives: Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011; Food Safety and Standards (Packaging and Labelling) Regulations, 2011; Food Safety and Standards (Food Product Standards and Food Additives) Regulations, 2011; 105

108 Food Safety and Standards (Prohibition and Restriction on Sales) Regulations, 2011; Food Safety and Standards (Contaminates, Toxins and Residues) Regulations, 2011; and Food Safety and Standards (Laboratory and Sampling Analysis) Regulations, The key provisions of the FSSA are: establishment of the Food Authority to regulate the food sector; the Food Authority shall be aided by several scientific panels and a central advisory committee to lay down standards for food safety. The standards will include specifications for ingredients, contaminants, pesticide residue, biological hazards and labels; enforcement through state commissioners of food safety and other local level officials; registration or licensing requirements for every entity in the food sector. Such licence or registration shall be issued by local authorities; every distributor is required to be able to identify any food article by its manufacturer, and every seller by its distributor; and any entity in the sector is bound to initiate recall procedures if it finds that the food sold has violated specified standards. Legal Metrology Act, 2009 The Legal Metrology Act, 2009 (the Legal Metrology Act ) came into effect on January 14, 2010 and replaced the Standards of Weights and Measures Act, 1976 and the Standards of Weights and Measures (Enforcement) Act, The Legal Metrology Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure or number and for matters connected therewith or incidental thereto. The key features of the Legal Metrology Act are: units of weights and measures are to be based on metric system only; all weights and measures shall follow the prescribed specification and shall be verified and also re-verified periodically before use; pre-packaged commodities shall bear statutory declarations; registration is required before import of any weight or measure; approval of model is required before manufacture or import of any weight or measure; and without licence no weight or measure may be manufactured, sold or repaired. Legal Metrology (Packaged Commodities) Rules, 2011 The Legal Metrology (Packaged Commodities) Rules, 2011 (the Packaged Commodities Rules ) was framed under Section 52(2) of the Legal Metrology Act and lays down specific provisions applicable to packages intended for retail sale, wholesale and for export and import. A pre-packaged commodity means a commodity which, without the purchaser being present, is placed in a package of a pre-determined quantity. The key provisions of the Packaged Commodities Rules are: it is illegal to manufacture, pack, sell, import, distribute, deliver, offer, expose or possess for sale any prepackaged commodity unless the package is in such standard quantities or number and bears thereon such declarations and particulars as prescribed; all pre-packaged commodities must conform to the declarations provided thereon as per the requirement of Section 18(1) of the Legal Metrology Act; and no pre-packaged commodity shall be packed with error in net quantity beyond the limit prescribed in the first schedule of the Packaged Commodity Rules. The Ministry of Consumer Affairs, Food and Public Distribution, by Gazette notification dated June 23, 2017, notified certain amendments to the Packaged Commodities Rules that will become effective from January 1, The amendments include (i) change in the definition of Institutional Consumer; (ii) addition of the definition of ecommerce to bring the buying and selling of goods and services including digital products over digital and 106

109 electronic network within the scope of the Legal Metrology (Packaged Commodities) Rules; and (iii) goods displayed by the sellers on e-commerce platforms to contain declarations required under the Packaged Commodity Rules like name and address of the manufacturer, packer and importer, name of the commodity, net content, retail sale price, consumer care details and other details. Shops and Establishments Legislations Establishments are required to be registered under the provisions of local shops and establishments legislations applicable in the states where such establishments are set up. Such legislations regulate the working and employment conditions of workers employed in such shops and establishments including commercial establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the employers and employees. Our shops and establishments have to be registered under the shops and establishments legislations of the respective states where they are located. Sale of Goods Act, 1930 The Sale of Goods Act, 1930 (the Sale of Goods Act ) governs contracts relating to the sale of goods. The contracts for sale of goods are subject to the general principles of the law relating to contracts. A contract for sale may be an absolute one or based on certain conditions. The Sale of Goods Act contains provisions in relation to the essential aspects of such contracts, including the transfer of ownership of goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of contract and the conditions and warranties implied under a contract for the sale of goods. Carriage by Road Act, 2007 The Carriage by Road Act, 2007 (the Carriage by Road Act ) came into force on September 29, 2007 and replaced the Carriers Act, The Carriage by Road Act regulates common carriers, limiting their liability and declares the value of goods delivered to them to determine their liability for loss of, or damage to, such goods occasioned by the negligence or criminal acts of themselves, their servants or agents and for matters connected therewith. No person can engage in the business of a common carrier, unless they have a certificate of registration. A common carrier has been defined under the Carriage by Road Act as a person engaged in the business of collecting, storing, forwarding or distributing goods to be carried by goods carriages under a goods receipt or transporting for hire of goods from place to place by motorised transport on road, for all persons undiscriminatingly and includes a goods booking company, contractor, agent, broker, and courier agency engaged in the door-to-door transportation of documents, goods or articles utilising the services of a person, either directly or indirectly, to carry or accompany such documents, goods or articles, but does not include the Government. Motor Transport Workers Act, 1961 ( MTWA ) The MTWA provides for the welfare of motor transport workers and to regulate the conditions of their work. It applies to every motor transport undertaking employing five or more motor transport workers. A motor transport worker means a person who is employed in a motor transport undertaking directly or through an agency, whether for wages or not, to work in a professional capacity on a transport vehicle or to attend to duties in connection with the arrival, departure, loading or unloading of such transport vehicle and includes a driver, conductor, cleaner, station staff, line checking staff, booking clerk, cash clerk, depot clerk, time-keeper, watchman or attendant. Public Liability Insurance Act, 1991 ( PLIA ) The purpose of PLIA is to provide through insurance, immediate relief to persons affected due to accident while handling hazardous substance by the owners on a no fault liability basis. Where death or injury to any person (other than a workman) or damage to any property has resulted from an accident, the PLIA mandates that the owner is liable to give relief to such person as specified by the PLIA. The PLIA requires the owner to take out insurance policies before he starts handling any hazardous substance whereby he is insured against liability to give such relief. Environmental Laws 107

110 The major statutes in India which seek to regulate and protect the environment against pollution related activities in India include the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Environment Protection Act, The basic purpose of these statutes is to control, abate and prevent pollution. In order to achieve these objectives, Pollution Control Boards (the PCBs ), which are vested with diverse powers to deal with water and air pollution, have been set up in each state. The PCBs are responsible for setting the standards for maintenance of clean air and water, directing the installation of pollution control devices in industries and undertaking inspection to ensure that industries are functioning in compliance with the standards prescribed. These authorities also have the power of search, seizure and investigation if the authorities are aware of or suspect pollution that is not in accordance with such regulations. All industries and factories are required to obtain consent orders from the PCBs, which are indicative of the fact that the factory or industry in question is functioning in compliance with the pollution control norms. These consent orders are required to be renewed annually. Laws relating to employment The following is an indicative list of labour laws applicable to the business and operations of Indian companies engaged in manufacturing activities: Factories Act, 1948 Contract Labour (Regulation and Abolition) Act, 1970; Employees' Provident Funds and Miscellaneous Provisions Act, 1952; Employees' State Insurance Act, 1948; Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979; Minimum Wages Act, 1948; Payment of Bonus Act, 1965; Payment of Gratuity Act, 1972; Payment of Wages Act, 1936; Maternity Benefit Act, 1961; Motor Transport Workers Act, 1961; Industrial Disputes Act, 1947; Employees' Compensation Act, 1923; and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

111 Brief history of our Company HISTORY AND CERTAIN CORPORATE MATTERS Our Company was originally incorporated as a private limited company, at Delhi, India under the Companies Act, 1956 in the name of AVG Logistics Private Limited by way of Certificate of Incorporation dated January 25, Further, pursuant to conversion of our Company to a public limited company, a fresh certificate of incorporation was issued by Registrar of Companies, Delhi on February 21, Changes in registered office of our Company since incorporation We set out below the changes in registered office of our Company since inception which has been changed for administrative convenience of our Company. Date of change From To On incorporation House No. 479, Kanungo Apartment, -- Plot No. 71, I.P. Extension, Patpar Ganj, Delhi , India. February 19, 2010 House No. 479, Kanungo Apartment, Plot No. 71, I.P. Extension, Patpar Ganj, Delhi , India. Shop No, 25, DDA Market, Savita Vihar, , India. Main Objects The main objects of our Company as contained in its Memorandum of Association are: 1. To provide all kinds of transportation services and its auxiliary logistics services. 2. To provide all kinds of logistics consultancy services. The main objects clause and objects incidental or ancillary to the main objects as contained in the Memorandum of Association enable our Company to undertake its existing activities. Amendments to the Memorandum of Association of our Company Since the incorporation of our Company, the following changes have been made to the Memorandum of Association: Date of Amendment / Shareholders Resolution May 15, 2010 Change in authorised share capital: Amendment March 15, 2011 January 25, 2012 Increase in Authorised Share Capital from Rs.5,00,000 comprising of 50,000 Equity Shares of Rs.10 each to Rs.10,00,000 comprising of 1,00,000 Equity Shares of Rs.10 each. Change in authorised share capital: Increase in Authorised Share Capital from Rs.10,00,000 comprising of 1,00,000 Equity Shares of Rs.10 each to Rs.15,00,000 comprising of 1,50,000 Equity Shares of Rs.10 each. Change in authorised share capital: Increase in Authorised Share Capital from Rs.15,00,000 comprising of 1,50,000 Equity Shares of Rs.10 to Rs.30,00,000 comprising of 3,00,000 Equity Shares of Rs.10 each. 109

112 Date of Amendment / Shareholders Resolution January 25, 2012 Change in authorised share capital: Amendment January 25, 2012 May 18, 2012 June 16, 2012 March 22, 2013 May 27, 2013 June 19, 2015 January 19, 2018 January 19, 2018 January 31, 2018 Increase in Authorised Share Capital from Rs.30,00,000 comprising of 3,00,000 Equity Shares of Rs.10 each to Rs.40,00,000 comprising of 4,00,000 Equity Shares of Rs.10 each. Change in authorised share capital: Increase in Authorised Share Capital from Rs.40,00,000 comprising of 4,00,000 Equity Shares of Rs.10 each to Rs.50,00,000 comprising of 5,00,000 Equity Shares of Rs.10 each. Change in authorised share capital: Increase in Authorised Share Capital from Rs.50,00,000 comprising of 5,00,000 Equity Shares of Rs.10 each to Rs.70,00,000 comprising of 7,00,000 Equity Shares of Rs.10 each. Change in authorised share capital: Increase in Authorised Share Capital from Rs.70,00,000 comprising of 7,00,000 Equity Shares of Rs.10 each to Rs.1,00,00,000 comprising of 10,00,000 Equity Shares of Rs.10 each. Change in authorised share capital: Increase in Authorised Share Capital from Rs.1,00,00,000 comprising of 10,00,000 Equity Shares of Rs.10 each to Rs.2,00,00,000 comprising of 20,00,000 Equity Shares of Rs.10 each. Change in authorised share capital: Increase in Authorised Share Capital from Rs.2,00,00,000 comprising of 20,00,000 Equity Shares of Rs.10 each to Rs.3,90,00,000 comprising of 39,00,000 Equity Shares of Rs.10 each. Change in authorised share capital: Increase in Authorised Share Capital from Rs.3,90,00,000 comprising of 39,00,000 Equity Shares of Rs.10 each to Rs.5,00,00,000 comprising of 50,00,000 Equity Shares of Rs.10 each. Change in authorised share capital: Increase in Authorised Share Capital from 5,00,00,000 comprising of 50,00,000 Equity Shares of Rs.10 each to Rs.7,50,00,000 comprising of 75,00,000 Equity Shares of Rs.10 each. Conversion from private limited to public limited: Clause I of the Memorandum of Association was altered to reflect the conversion of our Company from private limited to public limited. Change in authorised share capital: Increase in Authorised Share Capital from 7,50,00,000 comprising of 75,00,000Equity Shares of Rs.10 each to Rs.12,00,00,000 comprising of 1,20,00,000 Equity Shares of Rs.10 each. 110

113 Shareholders of our Company As on the date of this Draft Red Herring Prospectus, our Company has seven (07) shareholders. For further details in relation to the current shareholding pattern, please refer to section titled "Capital Structure" beginning on page 55 of this Draft Red Herring Prospectus. Major events and milestones The table below sets forth some of the major events in the history of our Company: Year Key Milestones 2010 Incorporation of our Company 2012 Launched Cold Chain Services 2013 More than 45 vehicles were added to our existing fleet 2014 Crossed turnover of Rs. 100 crore 2015 Launched Rail Freight services 2016 Awarded as Best Logistics Company of the Year by ASSOCHAM 2017 Launched Inter-city Cold Chain Services 2018 Launched transportation services to Bangladesh and Nepal 2018 Converted from private to public limited company Other Details Regarding our Company For information on our activities, services, growth, technology, geographical presence, market, managerial competence, our standing with reference to our prominent competitors and major customers and suppliers, please refer to sections titled "Our Business"; "Industry Overview"; "Risk Factors" and "Management s Discussion and Analysis of Financial Conditions and Results of Operations" beginning on pages 93; 79; 17; and 137; respectively of this Draft Red Herring Prospectus. For details of our management, please refer to section titled "Our Management" beginning on page 114 of this Draft Red Herring Prospectus. Time and Cost Overrun There have been no time/cost overruns pertaining to our business operations since incorporation. Strikes or Labour Unrest Our Company has not lost any time on account of strikes or labour unrest as on the date of this Draft Red Herring Prospectus. Defaults or Rescheduling of Borrowings with Financial Institutions/ Banks There are no defaults or rescheduling of borrowings with financial institutions/ banks, conversion of loans into equity in relation to our Company. Injunction or restraining order Our Company is not operating under any injunction or restraining order. Capital raising (Debt / Equity) Except as set out in the sections titled "Capital Structure" beginning on pages 55 of this Draft Red Herring Prospectus, our Company has not raised any capital in the form of Equity Shares or debentures. Changes in the activities of our Company during the last five (5) years 111

114 There have been no changes in the activity of our Company during the last five (5) years preceding the date of this Draft Red Herring Prospectus, which may have had a material effect on the profits or loss, including discontinuance of the lines of business, loss of agencies or markets and similar factors of our Company. Revaluation of Assets Our Company has not revalued its assets as on the date of this Draft Red Herring Prospectus. Awards and Accreditations We are certified for Quality Management Systems (ISO ) and have certifications from IBA, SEDEX, and FSSAI license for compliance of their standards. We have received the ASSOCHAM Excellence Award Best Logistics Company of the year Details regarding acquisition of business/undertakings, mergers, amalgamation, revaluation of assets, etc. Our Company has not acquired any business or undertaking or entered into any scheme of merger or amalgamation since incorporation. Other Agreements Our Company has not entered into any material contract other than in the ordinary course of business carried on or intended to be carried on by our Company in the two (2) years preceding this Draft Red Herring Prospectus. Holding Company Our Company does not have a holding company as on the date of this Draft Red Herring Prospectus. Subsidiaries of our Company As on the date of this Draft Red Herring Prospectus, our Company does not have any subsidiary. Collaboration Agreements As on the date of this Draft Red Herring Prospectus, our Company is not a party to any collaboration agreements. Shareholders Agreements Our Company has not entered into any shareholder s agreement as on the date of this Draft Red Herring Prospectus. Material Agreements Our Company has not entered into any material agreements, other than the agreements entered into by it in normal course of its business. Joint Venture Agreement/Arrangements Our Company entered into a consortium agreement dated 30 May, 2017 with NDR Warehousing Private Limited for the purpose of joint bidding for the tender invitation by the Delhi Metro Rail Corporation (DMRC) for the warehouse development of land admeasuring 35,440 sq. mtr. (approx) at Sarita Vihar, near Sarita Vihar Depot ( Project ). The consortium of M/s NDR Warehousing Private Limited and M/s AVG logistics Private Limited was successful in getting the bid for the Project and the same was intimated to them by a letter of acceptance dated 27 September, 2017 by DMRC. Pursuant to acceptance, a limited liability agreement dated 18 September, 2017 was entered into between NDR Warehousing Private Limited, AVG Logistics Private Limited, Mr. Naidu Amrutesh Reddy and Mr. Sanjay Gupta. The LLP was incorporated in the name of NDR AVG Logistics LLP on 6 October, 112

115 2017. Currently the NDR AVG Logistics LLP has deposited INR 1.50 Crore for land allotment with the DMRC as an initial payment for the Project. Other Agreements Our Company has not entered into any other material agreements, other than in the normal course of its business. Strategic Partners Our Company does not have any strategic partners as on the date of this Draft Red Herring Prospectus. Financial Partners Our Company does not have any financial partners as on the date of this Draft Red Herring Prospectus. 113

118 Name Name Relationship Mr. Sanjay Gupta Ms. Asha Gupta Wife Brief biographies of the Directors 1. Mr. Sanjay Gupta, aged 50 years, is the Managing Director & Chief Executive Officer of our Company. He has been the Director of our Company since incorporation. He is a Commerce Graduate from Maharashi Dayanand University, Rothak, Haryana. He has more than 30 years of experience in multi- model logistics, warehousing and retail logistics. His knowledge, good management skill, excellent decision making, controlling and strategic planning have courage to start his own entrepreneur. Even in a short span of time he has achieved an unexpected growth in the business. 2. Ms. Asha Gupta, aged 49 years, is the Executive Director of our Company. She has been the Promoter & Director of our Company since incorporation. She is an Art s Graduate from Maharashi Dayanand Univeersity, Rothak, Haryana. She has more than 10 years of experience in logistics and warehousing. Because of her ability, experience, inter personnel skill and expert in marketing strategies, she has always achieved a steep growth in transportation business and has always participated in the competitive bidding of orders. 3. Mr. Shyam Sunder Soni, aged 56 years, is the Non Executive Director & Chairman of our Company. He has been the Non Executive Director of our Company since January 20, He is an Arts Graduate from Rajasthan University. He has more than 32 years of experience in logistics industry. He is responsible for logistics function, accuracy and productivity in the business. 4. Mr. Bishwanath Shukla aged 64 years, is the Independent Director of our Company. He has been the Independent Director of our Company since January 20, He is Master of Business Administration from Strathclyde Business School, Glassgow, UK. He has more than 35 years of rich experience in logistics industry, general management, strategy formulation, business development, marketing, trading of metals & minerals and HR functions. Currently he is also working as a free lance consultant for Railway & Logistics projects. 5. Mr. Suresh Kumar Jain aged 64 years, is the Independent Director of our Company. He has been the Independent Director of our Company since January 20, He holds a bachelor s degree in science from Punjab University and Master s degree in Economics from Kurukshetra University. He is also a certified associate of the Indian Institute of Bankers. He is a banker by profession and has experience in domestic and international markets. He is formerly associated with Bank of India and Union Bank of India as an Executive Director. Common directorships of the Directors in companies whose shares are/were suspended from trading on the BSE and/ or the NSE for a period beginning from five (5) years prior to the date of this Draft Red Herring Prospectus None of the Directors are/ were directors of any company whose shares were suspended from trading by Stock Exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five (5) years. Director s association with the Securities Market None of the Directors of our Company are associated with securities market. Common directorships of the Directors in listed companies that have been/were delisted from stock exchanges in India None of our Directors are/ were directors of any entity whose shares were delisted from any Stock Exchange(s). Further, none of the directors are/ were directors of any entity which has been debarred from accessing the capital markets under any order or directions issued by the Stock Exchange(s), SEBI or any other regulatory authority. 116

119 Remuneration to Non-Executive Directors The meeting of Shareholders held on January 31, 2018 had approved sitting fees of Rs.20,000 per meeting to be paid to each Non-Executive Director(s) for attending every meeting of the Board or a Committee thereof excluding the Stakeholders Grievances Committee and Finance Sub-Committee. Remuneration to Directors 1. Mr. Sanjay Gupta, is the Promoter and Managing Director of our Company by way of a board resolution dated December 26, 2017 and a shareholder s resolution dated January 19, 2018 for a period of five (5) years commencing from January 20, 2018 till January 19, Mr. Sanjay Gupta terms of appointment have been laid down under the Employment Agreement dated January 20, The significant terms of his employment are set out below: Particulars Basic Salary Commission Appointment as a Director Other Allowances Remuneration paid for F.Y Remuneration Rs lakhs per month Nil. January 20, 2018 (Five (5) years with effect from January 20, 2018 till January 19, 2023) Transport & Medical Allowances as per the policies of the Company Rs lakhs 2. Ms. Asha Gupta, is the Executive Director of our Company by way of a board resolution dated December 26, 2017 and a shareholder s resolution dated January 19, 2018 for a period of five (5) years commencing from January 20, 2018 till January 19, Ms. Asha Sanjay Gupta terms of appointment have been laid down under the Employment Agreement dated January 20, The significant terms of his employment are set out below: Particulars Basic Salary Commission Appointment as a Whole Time Director Other Allowances Remuneration paid for F.Y Remuneration Rs lakhs per month Nil. January 20, 2018 (Five (5) years with effect from January 20, 2018 till January 19, 2023) Transport & Medical Allowances as per the policies of the Company Nil Payment or benefit to Directors of our Company The sitting fees/other remuneration of our Directors in fiscal 2017 are as follows: Payment of non-salary related benefits Except as stated under Remuneration to Executive Directors and "Remuneration to Non-executive directors", our Company has not paid, in the last two (2) years preceding the date of this Draft Red Herring Prospectus, and nor does it intend to pay any non-salary related amount or benefits to our Directors. Remuneration to Non-Executive Directors: Pursuant to Shareholders resolution dated January 31, 2018, our Company has fixed an amount of Rs.20,000 per meeting as the sitting fees payable to our Non- Executive and Independent Directors, towards attending meetings of the Board of Directors or a committee thereof. It may be noted that only Non-Executive Directors are paid sitting fees. Other than as disclosed above, our Company has not paid sitting fees to any of our other non-executive Directors. The travel expenses for attending meetings of 117

120 the Board of Directors or a committee thereof, site visits and other Company related expenses are borne by our Company, from time to time. Arrangements with major Shareholders, Customers, Suppliers or Others There are no arrangements or understanding between major shareholders, customers, suppliers or others pursuant to which any of the Directors were selected as a Director or member of a senior management as on the date of this Draft Red Herring Prospectus. Service Contracts Our Company has not executed any service contracts with its directors providing for benefits upon termination of their employment. Shareholding of directors in our Company Except as mentioned below, none of the Directors hold Equity Shares in our Company as on the date of this Draft Red Herring Prospectus: Pre-Issue Post-Issue Percentage (%) Number of Percentage (%) Particulars Number of Shares holding Shares holding Mr. Sanjay Gupta 12,32, % 12,32, % Ms. Asha Gupta 54,82, % 54,82, % Total 67,15, % 67,15, % Shareholding of Directors in our Associate companies Our Company does not have any associate companies as on the date of this Draft Red Herring Prospectus. Appointment of relatives of our Directors to any office or place of profit None of the relatives of our Directors currently holds any office or place of profit in our Company. Interests of our Directors Our executive directors may also be deemed as interested in our Company to the extent of the Equity Shares held by them or any Equity Shares that may be subscribed by or allotted to them from time to time. For further details, please refer to section titled "Our Management Shareholding of directors in our Company" and "Capital Structure" beginning on pages 114 and 55 respectively of this Draft Red Herring Prospectus. Our director may also be deemed to be interested to the extent of any dividend, if any, payable and other distributions in respect of the Equity Shares held by them. Our independent directors may be deemed to be interested in our Company to the extent of fees payable to them for attending meetings of our Board or committees thereof and reimbursement of expenses payable pursuant to our Articles of Association. Our directors have no interest in any property acquired or proposed to be acquired by our Company two (2) years prior to the date of this Draft Red Herring Prospectus. Except Mr. Sanjay Gupta and Ms. Asha Gupta, two of the Promoters of our Company, none of our other Directors have any interest in the promotion of our Company other than in ordinary course of business. Except as disclosed above, no amount or benefit has been paid or given within the two (2) preceding years or is intended to be paid or given to any of our Directors except the normal remuneration for services rendered as Directors. 118

121 None of our Directors have availed any loan from our Company. None of the beneficiaries of loans, advances and sundry debtors are related to the Directors of our Company. Except as disclosed under section titled "Our Management Remuneration to Executive Directors" beginning on page 114 of this Draft Red Herring Prospectus, none of our Directors is party to any bonus or profit sharing plan of our Company. Further, except statutory benefits upon termination of their employment in our Company on retirement, no officer of our Company, including our Directors and the Key Management Personnel has entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment. Changes in our Company s Board of Directors during the last three (3) years The changes in the Board of Directors of our Company in the last three (3) years are as follows: No. Name of the Director Date of Change Reason for change 1. Mr. Sanjay Gupta December 26, 2017 Change in designation as Managing Director & Appointment as Chief Executive Officer 2. Ms. Asha Gupta December 26, 2017 Change in designation as Executive Director 3. Ms. Niti Gupta January 31, 2017 Cessation 4. Mr. Shyam Sunder Soni September 30, 2017 Cessation 5. Mr. Shyam Sunder Soni January 20, 2018 Appointment as a Non Executive Director & Chairman 6. Mr. Bishwanath Shukla January 20, 2018 Appointment as an Independent Director 7. Mr. Suresh Kumar Jain January 20, 2018 Appointment as an Independent Director Borrowing Powers of the Board The Articles, subject to the provisions of the Companies Act, 2013 authorize the Board to raise, borrow or secure the payment of any sum or sums of money for the purposes of our Company. The shareholders have, pursuant to a resolution passed at the Extra Ordinary General Meeting held on January 31, 2018, in accordance with the Companies Act, 2013 authorized the Board to borrow monies from time to time, the borrowings of our Company shall not exceed Rs. 20,000 lakhs for the time being, including the money already borrowed by our Company. Corporate Governance The provisions of the SEBI (LODR) Regulations with respect to corporate governance will be applicable to our Company immediately upon the listing of Equity Shares on the Stock Exchanges. Our Company is in compliance with the requirements of applicable regulations, specifically the SEBI (LODR) Regulations, the Companies Act, 2013 and the SEBI (ICDR) Regulations, in respect of corporate governance particularly in relation to constitution of the Board and committees of our Board. The corporate governance framework is based on an effective independent Board, separation of the Board s supervisory role from the executive management team and constitution of the Board committees, each as required under law. Our Board of Directors is constituted in compliance with the Companies Act, 2013 and the SEBI (LODR) Regulations. The Board of Directors functions either as a full board or through various committees constituted to oversee specific operational areas. Currently, our Company has five (5) Directors. Out of five (5) Directors, two (2) are Executive Director, one (1) is Non- Executive Director and two (2) are Independent Directors. In compliance with the requirements of Regulation 17 of the SEBI (LODR) Regulations, we have two (2) Independent Directors on the Board. In compliance with the provisions of the Companies Act, 2013 at least two-third of our Directors, other than our Independent Directors, are liable to retire by rotation. The details of i) Audit Committee; ii) Nomination and Remuneration Committee; and iii) Stakeholders Relationship Committee committees are set out below. In addition to the committees of the Board detailed below, our Board of Directors may, from time to time constitute committees for various functions. 119

122 i) Audit Committee: Our Company has constituted the Audit Committee in accordance with the Section 177 of the Companies Act and Regulation 18 of the SEBI (LODR) Regulations. Further, the Audit Committee was re-constituted by way of a Board resolution dated February 06, 2018 The audit committee presently consists of the following Directors of the Board: i) Mr. Suresh Kumar Jain, Chairman; ii) Mr. Bishwa Nath Shukla, Member; and iii) Mr. Sanjay Gupta, Member The scope of the Audit Committee shall include the following: 1. Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 2. Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; and g. Modified opinion(s) in the draft audit report. 5. Reviewing, the quarterly financial statements with the management before submission to the Board for approval; 6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monitor the auditor's independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of our Company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of our Company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Monitoring the end use of funds raised through public offers and related matters; 13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 15. Discussion with internal auditors of any significant findings and follow up there on; 16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 17. Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 19. To establish and review the functioning of the whistle blower mechanism; 120

123 20. Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 21. Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and 22. Review of a. management discussion and analysis of financial condition and results of operations; b. statement of significant related party transactions (as defined by the audit committee), submitted by management; c. management letters / letters of internal control weaknesses issued by the statutory auditors; d. internal audit reports relating to internal control weaknesses; e. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; f. statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI (LODR) Regulations. ii) Nomination and Remuneration Committee: Our Company has constituted in terms of Section 178 of the Companies Act, Remuneration Committee as Nomination and Remuneration Committee in the meeting of the Board of Directors held on February 06, The Nomination and Remuneration Committee presently consists of the following Directors of the Board: i) Mr. Suresh Kumar Jain, Chairman; ii) Mr. Bishwa Nath Shukla, Member; and iii) Mr. Shyam Sunder Soni, Member The terms of reference of Nomination and Remuneration Committee are set out below: 1. Formulation of criteria for evaluation of performance of independent directors and the board of directors; 2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees and while formulating this policy ensure that a. Level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully; b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of our Company and its goals and ensure that the policy is disclosed in the Board's report. 3. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director s performance; 4. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; and 5. Devising a policy on diversity of the board of directors. iii) Stakeholders Relationship Committee: Our Company has constituted the Stakeholders Relationship Committee by way of a Board Resolution dated February 06, The Stakeholders Relationship Committee presently consists of the following Directors of the Board: i) Mr. Suresh Kumar Jain, Chairman; ii) Mr. Sanjay Gupta, Member; and 121

124 iii) Mr. Bishwa Nath Shukla, Member The scope of the Stakeholders Relationship Committee is set out below: I. Resolving the grievances of the shareholders of our Company including complaints related to transfer of shares, non- receipt of annual report and non-receipt of declared dividends; II. Investor relations and redressal of grievances of security holders of our Company in general and relating to non-receipt of dividends, interest, non- receipt of balance sheet, etc.; III. Approve requests for security transfers and transmission and those pertaining to rematerialisation of securities / subdivision/ consolidation/ of shares, issue of renewed and duplicate share/debenture certificates, etc.; and IV. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee. Management Organizational Structure Managing Director and Chief Executive Officer Vice President Marketing Whole Time Director CFO CS & Legal Lorry Hire Admin & HR Finance & Accounts Fleet Management Operations Profiles of our Key Managerial Personnel In addition to our Managing Director, Mr. Sanjay Gupta and Whole Time Director, Ms. Asha Gupta whose details are provided under "Brief biographies of the Directors" beginning on page 116 of this Draft Red Herring Prospectus, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are set forth below. Except for certain statutory benefits, there are no other benefits accruing to the Key Managerial Personnel. 1. Mr. Vinayak Gupta, aged 24 years, has been appointed as Vice President of our Company. He has been associated with our Company since September He has done his BSc (Honors) Mathematics from Delhi University and MSc in Management from City University, London. He is actively involved in overall business operations of our Company including procurement of fleet and its maintenance, fleet utilization, route optimization, and looking after other segments like human resources, administration, finance, budgeting and marketing, etc. He was paid a remuneration of Rs.6.00 lakhs for fiscal Mr. Arun Kumar Goel, aged 55 years, has been appointed as Chief Financial Officer (CFO) of our Company. He has been associated with our Company since 2012 in various capacities. He is a member of Institute of Chartered Accountants of India (ICAI) and is a law graduate from Meerut University He has more than thirty 122

125 (30) years of experience in finance, accounts, audit, taxation and project planning. He joined our company in January 2018 and hence no remuneration paid to him for fiscal Mr. Niraj Kumar, aged 39 years, has been appointed as General Manager (Marketing & Business Development) of our Company. He has been associated with our Company since July, He is a qualified management professional from Indian Institute of Commerce and Trade in Lucknow. He has more than twelve (12) years of experience in handling customer relationship, business development and account management. Prior to joining our Company, he was associated with Fedex, Safexpress, and Gati in marketing & business development roles. He was paid a remuneration of Rs.7.39 lakhs for fiscal Mr. Ashwani Kumar, aged 64 years, has been appointed as General Manager (Finance) of our Company. He has been associated with our Company since December 01, He is a member of Institute of Chartered Accountants of India (ICAI). He has more than thirty-seven (37) years of experience in accounts, finance, banking, taxation and MIS. Prior to joining our Company, he was associated with CHL Limited as Assistant Financial Controller. He joined our company in December 2017 and hence no remuneration paid to him for fiscal Mr. Praveen Mahla, aged 28 years, has been appointed as Deputy General Manager (Finance) of our Company. He has been associated with our Company since February He is a member of Institute of Chartered Accountants of India (ICAI). He has more than six (6) years of experience in accounts, finance, banking, taxation and MIS. He was paid a remuneration of Rs.8.51 lakhs for fiscal Mr. Kuldeep Singh, aged 56 years, has been appointed as Head of fleet management of our Company. He has been associated with our Company since September He has done his B.Com from Punjab University. He has more than thirty-five (35) years of experience in managing fleet operations in various capacities. Prior to joining our Company, he was associated with Calcutta Delhi Roadways, Economic Transport Org, Indo Arya in various capacities. He was paid a remuneration of Rs.7.25 lakhs for fiscal Mr. Ajay Kumar, aged 39 years, has been appointed as Head of operations of our Company. He has been associated with our Company since July He has done his B.Sc from Charan Singh University, Meerut. He has more than eighteen (18) years of experience in logistics sector, turnkey project management, account management and customer relationship. Prior to joining our Company, he was associated with Indo Arya as Area Manager. He was paid a remuneration of Rs.6.14 lakhs for fiscal Ms. Parul Jain, 31 years, is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company since January 20, She is a member of Institute of Company Secretaries of India (ICSI). She has nearly 2 years of experience and is responsible for compliance with statutory and regulatory requirements and for ensuring that decisions of our Board are implemented. She joined our company in January 2018 and hence no remuneration paid to her for fiscal Status of Key Management Personnel in our Company All our key managerial personnel are permanent employees of our Company. Relationship amongst the Key Managerial Personnel of our Company There is no family relationship amongst the any Key Managerial Personnel of our Company except as set out below: Name Name Relationship Mr. Sanjay Gupta Ms. Asha Gupta Wife Mr. Sanjay Gupta Ms. Vinayak Gupta Son Ms. Asha Gupta Ms. Vinayak Gupta Son Shareholding of Key Management Personnel in our Company 123

126 Except as mentioned below, none of the Key Management Personnel holds Equity Shares in our Company as on the date of this Draft Red Herring Prospectus: Name Designation Shares held Mr. Sanjay Gupta Managing Director & Chief Executive Officer 12,32,500 Ms. Asha Gupta Whole Time Director 54,82,500 Mr. Vinayak Gupta Vice President 1,000 Mr. Praveen Kumar Deputy General Manager 1,000 For details in relation to their shareholding, please refer to section titled "Capital Structure" beginning on page 55 of this Draft Red Herring Prospectus. Bonus or profit sharing plan of the Key Managerial Personnel Our Company does not have a performance linked bonus or a profit sharing plans for the Key Management Personnel. However, our Company pays incentive to all its employees based on their performance including the Key Managerial Personnel s of our Company. Interests of Key Management Personnel Other than as disclosed under this section under "Our Management - Interest of our Directors" and "Our Management Shareholding of Key Management Personnel" beginning on pages 118 and 123 respectively of this Draft Red Herring Prospectus, our Key Management Personnel do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. The Key Management Personnel may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of such Equity Shares held by them. The Key Management Personnel are not entitled to any contingent or deferred compensation. Payment of benefits to officers of our Company (non-salary related) Except as disclosed in this Draft Red Herring Prospectus and any statutory payments made by our Company to its officers, our Company has not paid any sum, any non-salary related amount or benefit to any of its officers or to its employees including amounts towards super-annuation, ex-gratia/rewards. Except statutory benefits upon termination of employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of such officer s employment in our Company or superannuation. Contributions are made by our Company towards provident fund, gratuity fund and employee state insurance. Arrangement and Understanding with Major Shareholders/Customers/ Suppliers None of the Key Managerial Personnel have been selected pursuant to any arrangement/understanding with major shareholders/customers/suppliers. Details of Service Contracts of the Key Managerial Personnel Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any other contractual arrangements with our Company for provision of benefits or payments of any amount upon termination of employment. Employee Stock Option or Employee Stock Purchase 124

127 Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date of this Draft Red Herring Prospectus. Loans availed by Directors / Key Managerial Personnel of our Company None of the Key Managerial Personnel s have availed loan from our Company which is outstanding as on the date of this Draft Red Herring Prospectus. Changes in our Company s Key Managerial Personnel during the last three (3) years There has been no change in the Key Managerial Personnel of our Company in the last three (3) years. No Name of the Key Managerial Personnel Mr. Sanjay Gupta Ms. Asha Gupta Mr. Arun Kumar Goel 4. Ms. Parul Jain Designation Date of change Reason for change Managing Director & Chief Executive Officer Whole Time Director Chief Financial Officer Company Secretary & Compliance Officer December 26, 2017 December 26, 2017 January 20, 2018 January 20, 2018 Change in Designation Change in Designation Appointment Appointment 125

128 OUR PROMOTER AND PROMOTER GROUP Our Promoter Our Promoter is Mr. Sanjay Gupta, Ms. Asha Gupta and Ms. Niti Gupta. As on the date of this Draft Red Herring Prospectus, our promoters holds 72,04,000 Equity Shares, which constitutes 99.94% of the issued and paid-up Equity Share capital of our Company. Details of Individual Promoter of our Company Mr. Sanjay Gupta, aged 50 years, is the Promoter and Managing Director of our Company. For a complete profile of Mr. Sanjay Gupta, please refer to section titled "Our Management" beginning on page 114 of this Draft Red Herring Prospectus. Driving Licence Number: P Voter Identification Number: DCV For further details in relation to other ventures of Mr. Sanjay Gupta, please refer to section titled "Group Companies of our Company" beginning on page 129 of this Draft Red Herring Prospectus. Ms. Asha Gupta, aged 49 years, is the Promoter and Whole Time Director of our Company. For a complete profile of Ms. Asha Gupta, please refer to section titled "Our Management" beginning on page 114 of this Draft Red Herring Prospectus. Driving Licence Number: Not available Voter Identification Number: DCV For further details in relation to other ventures of Ms. Asha Gupta, please refer to section titled "Group Companies of our Company" beginning on page 129 of this Draft Red Herring Prospectus. Ms. Niti Gupta, aged 26 years, is the Promoter of our Company. Driving Licence Number: DL Voter Identification Number: TLE For further details in relation to other ventures of Ms. Niti Gupta, please refer to section titled "Group Companies of our Company" beginning on page 129 of this Draft Red Herring Prospectus. Our Company confirms that it has submitted the details of the PAN, Bank Account Number and Passport Numbers of our Promoter to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus. Interests of our Promoter Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of his respective Equity shareholding in our Company and any dividend distribution that may be made by our Company for any other distribution with respect to his Equity Shares in the future. For details pertaining to our Promoter s shareholding, please refer to section titled "Capital Structure" beginning on page 55 of this Draft Red Herring Prospectus. 126

129 Our Promoters are also interested to the extent that he is Director and Key Managerial Personnel of our Company. They are interested to the extent of any remuneration and reimbursement of expenses payable to them by virtue of being Director and Key Managerial Personnel of our Company. For further information on remuneration to the Executive Director, please refer to section titled "Our Management" beginning on page 114 of this Draft Red Herring Prospectus. Except as stated under section titled "Related Party Transactions" beginning on page 131 of this Draft Red Herring Prospectus, our Company has not entered into any contract, agreements or arrangements during the preceding two (2) years from the date of this Draft Red Herring Prospectus or proposes to enter into any such contract in which our Promoters are directly or indirectly interested and no payments has been made to him in respect of the contracts, agreements or arrangements which are proposed to be made with him. Except as stated otherwise in this Draft Red Herring Prospectus, our Promoters or Group Companies do not have any interest in any property acquired by our Company within two (2) years of the date of this Draft Red Herring Prospectus or proposed to be acquired by it or in any transaction in acquisition of land or any construction of building or supply of machinery. Our Promoters are not related to any sundry debtors of our Company. Except as disclosed in this Draft Red Herring Prospectus, our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be paid to our Promoters or to such firm or company in cash or shares or otherwise by any person for services rendered by him or by such firm or company in connection with the promotion or formation of our Company. Common Pursuits Our Promoter does not have any interest in any ventures that is involved in the same line of activity or business as that of our Company. Confirmations The Company hereby confirms that: Our Promoters and members of the Promoter Group have not been declared as Willful Defaulters. Our Promoters and members of the Promoter Group have not been prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. Our Promoters and members of the Promoter Group are not and have never been promoter, directors or person in control of any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. Related Party Transactions For details of related party transactions entered into by our Promoters, Promoter Group and our Company during the last financial year, the nature of transactions and the cumulative value of transactions, please refer to section titled "Related Party Transactions" beginning on page 131 of this Draft Red Herring Prospectus. Interest of Promoter in sales and purchases There are no sales/purchases between our Company and any Group Company and associate company when such sales or purchases exceed in value the aggregate of 10% of the total sales or purchases of our Company or any business interest between our Company, and our Group Company as on the date of the last financial statements. 127

130 Payment or benefits to the Promoter Except as stated otherwise in under section titled "Related Party Transactions" beginning on page 131 of this Draft Red Herring Prospectus about the related party transactions entered into during the last five (5) Financial Years as per Accounting Standard 18 and in "Interest of Promoter" beginning on page 126 of this Draft Red Herring Prospectus, there has been no payment or benefit to our Promoter or Promoter Group during the two (2) years prior to the filing of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoter or Promoter Group as on the date of this Draft Red Herring Prospectus. Disassociation by the Promoter from entities in last three (3) years Our Promoters have not disassociated from any of the companies or firms in the last three (3) years. Change in the management and control of our Company Our Promoters are the original promoter of our Company and there has not been any change in the management or control of our Company. Promoter Group of our Company (a) Individual Promoter Group of our Promoter Name of our Promoters Mr. Sanjay Gupta Ms. Asha Gupta Ms. Niti Gupta Father Mr. Vishwanath Gupta Mr. Bahadur Mal Agarwal Mr. Sanjay Gupta Mother Ms. Kailasho Devi Ms. Pushpa Agarwal Ms. Asha Gupta Brother -- Mr. Rajiv Agarwal Mr. Manish Agarwal Mr. Vinayak Gupta Mr. Rajesh Agarwal Sister -- Ms. Usha Agarwal Ms. Babita Agarwal -- Ms. Neha Sharma Spouse Ms. Asha Gupta Mr. Sanjay Gupta Mr. Nitin Gupta Daughter Ms. Niti Gupta Mr. Niti Gupta -- Son Mr. Vinayak Gupta Mr. Vinayak Gupta Master Dhrish Gupta Spouse s mother Ms. Pushpa Agarwal Ms. Kailasho Devi Ms. Seema Devi Gupta Spouse s father Mr. Bahadur Mal Agarwal Mr. Vishwanath Gupta Mr. Jagdish Gupta Spouse s Brother Mr. Rajiv Agarwal Mr. Vipin Gupta Mr. Manish Agarwal -- Mr. Ankit Gupta Mr. Rajesh Agarwal Spouse s sister Ms. Usha Agarwal Ms. Babita Agarwal Ms. Neha Sharma (b) Entities forming a part of Promoter Group The companies and entities that form part of our Promoter Group are as follows: PCG Logistics Private Limited; M/s. M.A. Enterprises; M/s. Maple Packaging and Logistics; and Sanjay Gupta (HUF) NDR AVG Logistics LLP. 128

131 GROUP COMPANY OF OUR COMPANY As per the SEBI (ICDR) Regulations, for the purpose of identification of Group Companies, our Company has considered companies/ entities covered under the applicable accounting standard, i.e., AS-18 as per the Restated Financial Statements and other companies/ entities considered material by our Board. Pursuant to a resolution of our Board dated February 1, 2018, for the purpose of disclosure in connection with the Issue, a company/ entity shall be considered material and disclosed as a Group Company/ entity as per the Materiality Policy if our Company has entered into one or more transactions with such company/ entity in the preceding Financial Year, cumulatively exceeding ten percent (10%) of the total revenue of our Company for such Financial Year. As on the date of this Draft Red Herring Prospectus and based on the aforementioned materiality policy, there is one (1) Group Companies of our Company. No. 1. PCG Logistics Private Limited Name of Group Company I. Details in relation to Group Companies: The details in relation to the Group Companies of our Company are set out below: 1. PCG Logistics Private Limited ( PCG ) Corporate Information PCG, was incorporated under the Companies Act, 2013 on March 29, 2017 now bearing registration CIN U63030DL2017PTC PCG is presently engaged in the business of logistics. The registered office of 25, DDA Market, Savita Vihar, Delhi, East Delhi, Delhi, India. Capital Structure Particulars Equity shares of Rs.10 each Authorised share capital 100,000 Issued, subscribed and paid-up equity share capital 100,000 Shareholding Pattern as on the date of this Draft Red Herring Prospectus (Face value of Rs. 10 each) Particulars No. of equity shares Percentage (%) Mr. Sanjay Gupta 50, Ms. Asha Gupta 50,000 50,00 Total Audited Financial information: PCG has been recently incorporated on March 29, 2017 and has not completed its first year of since incorporation. Interest of the Promoters As on the date of this Draft Red Herring Prospectus, our Promoters holds 10,000 equity shares of Rs.10 each constituting nearly one hundred percent (100%) of the total paid-up equity share capital of Rs.1,00,000. Our Promoters are directors on the Board of PCG and to that extent will be deemed to be interested. 129

132 Other Confirmations Our Group Companies are not sick companies and are not under the process of winding-up. Our Group Companies do not hold any Equity Shares, warrants/convertible securities in our Company as of the date of this Draft Red Herring Prospectus. Our Group Companies do not have any interest, including any business or other interest, in our Company. Our Group Companies are not interested in any property acquired by our Company within the last two (2) years or proposed to be acquired by our Company. Our Group Companies are not listed entities and has not made any public or rights issue in preceding three (3) years. Our Group Companies does not have negative networth for the last three (3) Financial Year ended March 31, 2017, 2016 and Defunct group companies None of our Group Companies are defunct entities as on the date of this Draft Red Herring Prospectus. Common Pursuits None of our Group Companies, Promoters or directors are involved with any ventures in the same line of activity or business as that of our Company. Other Confirmations Our Company hereby confirms that: None of our Group Companies have any interest including business or any other interest in our Company except as disclosed in related party transactions under section titled "Financial Statements" beginning on page 133 of this Draft Red Herring Prospectus. Our Group Companies have not been debarred from accessing the capital market for any reasons by the SEBI or any other authorities. Our Group Companies have not been identified as willful defaulters by the RBI or other authorities. Related Party Transactions There have been no sales or purchases between entities in our Group Companies and Promoter Group of our Company exceeding in value in the aggregate 10% of the total sales or purchases of our Company. For further details, please refer to Annexure XXVI titled "Restated Summary Statement of Related Party Transactions" in the section titled "Financial Information" beginning on page 133 of this Draft Red Herring Prospectus. Some of our Group Companies have commercial interest in our Company. For further details, please refer to Annexure XXVI titled "Restated Summary Statement of Related Party Transactions" in the section titled "Financial Information" beginning on page 133 of this Draft Red Herring Prospectus. Changes in Accounting Policies in last three (3) years Our Company has not changed its accounting policies in the last three (3) years. 130

133 RELATED PARTY TRANSACTIONS For details on related party transactions of the Company, please refer to Annexure XXVI titled "Restated Standalone Summary Statement of Related Party Transactions" in the section titled "Financial Information" beginning on page 133 of this Draft Red Herring Prospectus. 131

134 DIVIDEND POLICY The declaration and payment of dividends, if any, will be recommended by our Board of Directors and approved by our shareholders at their discretion, subject to the provisions of the Articles of Association and applicable law including the Companies Act. The dividends, if any, will depend on number of factors, including but not limited to the earnings, capital requirements and overall financial position of our Company. In addition, our ability to pay dividends may be impacted by number of other factors, including, restrictive covenants under the loan or financing documents that we may enter into in the future. Our Company has no formal dividend policy. Our Board may also, from time to time, pay interim dividends. Our Company has not declared dividend in any financial year as on the date of this Draft Red Herring Prospectus. 132

135 SECTION V: FINANCIAL INFORMATION AUDITORS REPORT Independent Auditor s Report on the Restated Financial Statements of AVG LOGISTICS LIMITED To, The Board of Directors, AVG LOGISTICS LIMITED Office No. 25, DDA Market, Savita Vihar New Delhi We have examined the attached Restated Statement of Assets and Liabilities of M/s AVG LOGISTICS LIMITED (the Company) as at September 30th, 2017, March 31st, 2017, 2016, 2015, 2014 & 2013 and the related Restated Statement of Profit & Loss and Restated Statement of Cash Flow for the financial period/years ended on September 30, 2017, March 31, 2017, 2016, 2015, 2014 & 2013 (collectively the Restated Summary Statements or Restated Financial Statements). These Restated Summary Statements have been prepared by the Company and approved by the Board of Directors of the Company in connection with the Initial Public Offering (IPO) in SME Platform of National Stock Exchange Limited (NSE). 1. Report on Restated Financial Statements The Standalone Restated Summary Statements have been prepared in accordance with the requirements of: Part I of Chapter III to the Companies Act, 2013 ( Act ) read with Companies (Prospectus and Allotment of Securities) Rules, 2014 The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ( the Regulation ) ( SEBI ICDR Regulations ) issued by the Securities and Exchange Board of India (SEBI) and related amendments/clarifications made thereto from time to time; The terms of reference to our engagements with the Company requesting us to examine financial statements referred to above and proposed to be included in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus being issued by the Company for its proposed Initial Public Offering of equity shares in SME Platform ( IPO or SME IPO ); and The (Revised) Guidance Note on Reports in Company Prospectuses issued by the Institute of Chartered Accountants of India ( ICAI ) ( Guidance ) 2. The Standalone Restated Summary Statements of the Company have been extracted by the management from the Audited Financial Statements of the Company for the financial year ended on March 31st, 2017, 2016, 2015, 2014 & 2013 and special purpose audited financial statements for the period ended on September 30th, 2017, which have been approved by the Board of Directors. 3. Financial Statements for the financial year ended on March 31, 2013; March 31, 2014; March 31; 2015; March 31, 2016 has been audited by M/s Arun Goel & Associates, Chartered Accountants & March 31, 2017 has been 133

136 audited by M/s Anil Ajay & Co, Chartered Accountants & Financial Statements for the period ended on September 30, 2017 has been audited by us, and accordingly reliance has been placed on the financial information examined by them for the said years. The Financial Report included for these years is based solely on the report submitted by them. We have also carried out re-audit of the financial statements for the period/year ended on September 30th, 2017 & March 31st, 2017 as per the relevant guidelines. 4. In accordance with the requirements of Part I of Chapter III of Act including rules made therein ICDR Regulations, Guidance Note and Engagement Letter, we report that: The Restated Statement of Assets and Liabilities as set out in Annexure I to this report, of the Company as at September 30, 2017, March 31, 2017, 2016, 2015, 2014 and 2013 are prepared by the Company and approved by the Board of Directors. This Statement of Assets and Liabilities, as restated have been arrived at after making such adjustments and regroupings to the individual Financial Statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Summary Statements as set out in Annexure IV to this Report. The Restated Statement of Profit and Loss as set out in Annexure II to this report, of the Company for the period / Years ended on September 30, 2017, March 31, 2017, 2016, 2015, 2014 and 2013 are prepared by the Company and approved by the Board of Directors. This Statement of Profit and Loss, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Summary Statements as set out in Annexure IV to this Report. The Restated Statement of Cash Flow as set out in Annexure III to this report, of the Company for the period / Years ended on September 30, 2017, March 31, 2017, 2016, 2015, 2014 and 2013 are prepared by the Company and approved by the Board of Directors. This Statement of Cash Flow, as restated, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Restated Summary Statements as set out in Annexure IV to this Report. 5. Based on the above and also as per the reliance placed by us on the audited financial statements of the company and Auditors Report thereon which have been prepared by Statutory Auditor of the Company for the period/years ended on 30 September 2017, March 31, 2017, 2016, 2015, 2014 and 2013 we are of the opinion that Restated Financial Statements or Restated Summary Statements have been made after incorporating: Adjustments for any prior period and material amounts in the respective financial years have been made to which they relate; and There are no Extra-ordinary items that need to be disclosed separately in the Restated Summary Statements. Adjustments on account of the statutory audit qualifications, if any, have been adjusted and regrouped to the financial statements of the respective year of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Summary Statements as set out in Annexure IV to this Report. Adjustments for the changes in accounting policies retrospectively in respective financial years/period to reflect the same accounting treatment as per the changed accounting policy for all reporting periods. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements. 134

137 The Company has not paid any dividend on its equity shares till September 30th, These Profits and Losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Standalone Restated Summary Statements as set out in Annexure IV to this report. 6. We have also examined the following other financial information relating to the Company as set out in annexure prepared by the Management and as approved by the Board of Directors of the Company for the period / years ended on September 30th, 2017, March 31st, 2017, 2016, 2015, 2014 and 2013 proposed to be included in the Draft Red Herring Prospectus/ Red Herring Prospectus /Prospectus ( Offer Document ). 7. Restated Statement of Share Capital, Reserves And Surplus Restated Statement of Long Term And Short Term Borrowings Restated Statement of Deferred Tax (Assets) / Liabilities Restated Statement of Other Long Term Liabilities Restated Statement of Trade Payables Restated Statement of Short Term Provisions Restated Statement of Other Current Liabilities Restated Statement of Fixed Assets Restated Statement of Long-Term Loans And Advances Restated Statement of Other Current Investments Restated Statement of Trade Receivable Restated Statement of Cash & Bank Balances Restated Statement of Short Term Loans & Advances Restated Statement of Turnover Restated Statement of Other Income Restated Statement of Operating Expenses Restated Statement of Employee Benefit Expenses Restated Statement of Finance Cost Restated Statement of Depreciation & Amortization Restated Statement of Other Expenses Restated Statement of Mandatory Accounting Ratios Restated Statement of Related Party Transaction Restated Statement of Tax Shelter Restated Statement of Contingent Liabilities Restated Statement Of Capitalization Annexure V Annexure VI Annexure VII Annexure VIII Annexure IX Annexure X Annexure XI Annexure XII Annexure XIII Annexure XIV Annexure XV Annexure XVI Annexure XVII Annexure XVIII Annexure XIX Annexure XX Annexure XXI Annexure XXII Annexure XXIII Annexure XXIV Annexure XXV Annexure XXVI Annexure XXVII Annexure XXVIII Annexure XXIX 8. We, M/s PRAKASH K PRAKASH, Chartered Accountants, have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI. 9. We have carried out Re-audit of the financial statements for the period / Year ended on September 30, 2017 & March 31, 2017 as required by SEBI regulations. We have not audited any financial statements of the Company as of any date or for any period subsequent to September 30, Accordingly, we do not express any opinion on the financial position, results or cash flows of the Company as of any date or for any period 135

138 subsequent to September 30, Further, we have no responsibility to update our report for events and circumstances occurring after the date of the report. 10. The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of the Company in accordance with the provisions of the Act & ICDR Regulation. The Financial Information referred to above is the responsibility of the management and approved by the board of directors of the Company. 11. In our opinion, the above financial information contained in Annexure I to IV of this report read with the respective annexure as set out in Annexure V to XXIX are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance. 12. he report should not in any way be construed as a re-issuance or re-dating of any of the previous audit report issued by any other chartered accountant nor should this constructed as a new opinion on any of the financial statements referred to herein. 13. Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the SME-IPO for Proposed Issue of Equity Shares of the Company and our report should not be used, referred to or adjusted for any other purpose without our written consent. For PRAKASH K PRAKASH Chartered Accountants Firm Registration No N Sd/- DHIRAJ GUPTA Partner M No NEW DELHI 136

143 Annexure -V: Restated Statement of Share Capital PARTICULARS AS AT AS AT MARCH, Sep Share Capital Authorised : Equity Shares of Rs. 10 each Issued, Subscribed and Fully Paid up Equity Shares of Rs. 10 each Number of Shares Terms/rights attached to equity shares: i. The company has only one class of shares referred to as equity shares having a par value of Rs.10/-. ii. Each holder of equity shares is entitled to one vote per share. iii. In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders. 2. The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 3. Company does not have any Revaluation Reserve. 4. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, 2. Reconciliation of number of shares outstanding at the beginning and at the end of the period PARTICULARS AS AT AS AT MARCH, Sep Equity Shares outstanding at the beginning of the year Add: Shares during the year Equity Shares outstanding at the end of the year Details of Shareholders holding more than 5% of the aggregate shares in the Company (In terms of No. of Shares Holding) PARTICULARS AS AT AS AT MARCH, Sep Mr. Sanjay Gupta 17.10% 17.10% 17.10% 19.01% 15.00% 30% Mrs. Asha Gupta 76.06% 76.06% 76.06% 76.36% 82.50% 65% Mrs. Niti Gupta 6.84% 6.84% 6.84% 4.63% 2.50% 5% % % % % % 100% F-5

145 Annexure -VI : Restated Statement of Long Term Borrowings PARTICULARS AS AT AS AT MARCH, Sep Secured From Banks 38,000,822 45,003,944 31,409,605 49,408,501 32,900,568 38,557,249 From Other / NBFC 86,793, ,041,393 73,608,552 75,370,095 43,890,827 23,133,442 TOTAL A 124,793, ,045, ,018, ,778,596 76,791,395 61,690,691 Unsecured Loan from Directors - - 6,181,000 20,000,000 14,000,000 14,000,000 Loan from Others / Corporates - 3,725,000 5,450,000 11,450,000 11,450,000 9,600,000 TOTAL B - 3,725,000 11,631,000 31,450,000 25,450,000 23,600,000 TOTAL A+B 124,793, ,770, ,649, ,228, ,241,395 85,290,691 PARTICULARS AS AT AS AT MARCH, Sep Secured From Banks 302,291, ,520, ,674, ,342, ,950, ,409,837 Unsecured From Banks 405,850 3,818, Restated Statement of Short Term Borrowings TOTAL 302,697, ,338, ,674, ,342, ,950, ,409,837 Annexure -VI : Restated Statement of Long Term Borrowings PARTICULARS AS AT AS AT MARCH, Sep Secured From Banks From Other / NBFC , TOTAL A 1, , , , Unsecured Loan from Directors Loan from Others / Corporates TOTAL B TOTAL A+B 1, , , , , Restated Statement of Short Term Borrowings PARTICULARS AS AT AS AT MARCH, Sep Secured From Banks 3, , , , , , Unsecured From Banks TOTAL 3, , , , , , The figures disclosed above are based on the restated summary statement of assets and 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, 3. List of persons/entities classified as 'Promoters' and 'Promoter Group Companies' and Related Parties has been determined by the Management 4. The terms and conditions and other information in respect of Secured Loans as on are given in Annexure -A 5. The terms and conditions and other information in respect of Unsecured Loans as on are given in Annexure - B F-7

148 Annexure -VIII : Restated Statement of Other Long Term Liabilities PARTICULARS AS AT AS AT MARCH, Sep SECURITY (Mobilization advance) recd NESTLE (SIRASPUR) SECURITY RECD.- NESTLE (MODI NAGAR) SECURITY - OKHLA - GATI-KINTETSU EXPRESS PVT LTD SECURITY - OKHLA - GATI-KINTETSU EXPRESS PVT LTD (RENT ADVANCE) CENTRAL RAILSIDE WAREHOUSE COMPANY LTD DEEPAK AUTOMOBILES SECURITY RECD.- NESTLE (PANIPAT) TOTAL The figures disclosed above are based on the restated summary statement of assets andliabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III 3. The Company has not received any memorandum (as required to be filed by the suppliers with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as Micro, Small and Medium Enterprises. Consequently, the amount paid/ payable to these parties during the year is not ascertainable. F-10

149 Annexure -IX : Restated Statement of Trade Payables PARTICULARS AS AT MARCH, 31 AS AT AS AT MARCH, Sep Trade Payable-MSME Trade Payable Others For Logistics 9,067, For Warehousing 3,096, TOTAL 12,163, The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III 3. The Company has not received any memorandum (as required to be filed by the suppliers with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as Micro, Small and Medium Enterprises. Consequently, the amount paid/ payable to these parties during the year is not ascertainable. F-11

150 Annexure -X : Restated Statement Of Short Term Provision PARTICULARS AS AT As at March 31, 30-Sep Provision for Taxes Provisions for Employees Benefit Other Provisions TOTAL The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-12

151 Annexure -XI : RESTATED STATEMENT OF OTHER CURRENT LIABILITIES PARTICULARS AS AT As at March 31, 30-Sep Current maturities of long term debt Service tax/gst Payable TDS Payable Advance from Customers Land Cost Payable - Lorry Hire Charges Payable Slum Purchase Consideration Payable Others Payables TOTAL The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-13

152 Annexure -XII : RESTATED STATEMENT OF FIXED ASSTES PARTICULARS AS AT As at March 31, 30-Sep Property, Plant and Equipment Lease hold Land Office Equipments Computers Furniture& Fixtures Vehicles 1, , , , , TOTAL 2, , , , , The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-14

153 Annexure -XIII : RESTATED STATEMENT OF LONG TERM LOANS & ADVANCES PARTICULARS AS AT As at March 31, 30-Sep Security Deposit TOTAL The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III 3. Security Deposit is given by the company as per terms and conditions of the contracts with various government companies, vendors and landlords of leased properties. F-15

154 Annexure -XIV : RESTATED STATEMENT OF OTHER CURRENT INVESTMENTS PARTICULARS AS AT As at March 31, 30-Sep SHORT TERM FIXED DEPOSITS TOTAL The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-16

155 Annexure -XV : RESTATED STATEMENT OF TRADE RECEIVABLES PARTICULARS As at March 31 As at September As at March Sep Outstanding for a period exceeding six months Secured, considered good Unsecured, considered good 1,293, Outstanding for a period not exceeding six months Unsecured, considered good 157,271,874 4, , , , , , TOTAL 158,565,586 4, , , , , , The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III 3. List of persons/entities classified as 'Promoters' and 'Promoter Group Companies' and Related Parties has been determined by the Management and relied upon by the Auditors. The Auditors have not performed any procedure to determine whether the list is accurate and complete. F-17

156 Annexure -XVI : RESTATED STATEMENT OF CASH AND BANK BALANCES PARTICULARS As at September As at March 31, 30-Sep Cash in hand Balances with banks Fixed deposits against Bank Guarantees Total The figures disclosed above are based on the restated summary statement of assets andliabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-18

157 Annexure -XVII : RESTATED STATEMENT OF SHORT TERM LOANS AND ADVANCES PARTICULARS AS AT AS AT MARCH, Sep Advance to suppliers Advance Tax & Tds Receivable(Net of provision for Tax) MAT Credit Available Prepaid Expenses Security Deposit Service Tax/GST Input Credit Trip Advance Other Recoverables Consumables Items TOTAL 1,930 1,531 1, The figures disclosed above are based on the restated summary statement of assets andliabilities of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III 3. List of persons/entities classified as 'Promoters' and 'Promoter Group Companies' and Related Parties has been determined by the Management and relied upon by the Auditors. The Auditors have not performed any procedure to determine whether the list is accurate and complete. F-19

158 Annexure -XVIII : RESTATED STATEMENT OF TURNOVER PARTICULARS FOR THE PERIOD ENDED FOR THE YEAR ENDED MARCH, Sep Revenue from Operations Warehousing Income , , Transportation Income 9, , , , , , Total 10, , , , , , The figures disclosed above are based on the restated summary statement of Profit & Loss Account of the Compa 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-20

159 Annexure -XIX : RESTATED STATEMENT OF OTHER INCOME PARTICULARS FOR THE PERIOD ENDED FOR THE YEAR ENDED MARCH, Sep A. Related & Recurring Income Interest income Subtotal B. Related & Non Recurring Income Other income Sale of Fixed Assets Subtotal Total Note: 1. The classification of other income as recurring/not-recurring, related/not-related to business activity is based on the current operations and business activity of the Company as determined by the management. 2. The figures disclosed above are based on the restated summary statement of Profit & Loss Account of the Company. 3. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III 4. Other Income of Rs Lakhs for the period ended includes Rs Lakhs earned as Profit on Sale of Old assets. F-21

160 Annexure -XX : RESTATED STATEMENT OF OPERATING EXPENSES PARTICULARS FOR THE PERIOD ENDED FOR THE YEAR ENDED MARCH, Sep Warehousing Expenses Transportation Expenses 7, , , , , , Direct Cost related to Projects Total 8, , , , , , The figures disclosed above are based on the restated summary statement of Profit & Loss Account of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-22

161 ANNEXURE -XXI : RESTATED STATEMENT OF EMPLOYEE BENEFIT EXPENSES PARTICULARS FOR THE PERIOD ENDED FOR THE YEAR ENDED MARCH, Sep Salary, Wages & Bonus Contribution to Provident Fund Staff Welfare Expenses Directors Remuneration Contribution to ESIC Bonus Paid Provision for Gratuity Total The figures disclosed above are based on the restated summary statement of Profit & Loss Account of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-23

162 ANNEXURE -XXII : RESTATED STATEMENT OF FINANCE COST PARTICULARS FOR THE PERIOD ENDED FOR THE YEAR ENDED MARCH, Sep Interest on car & truck loan Interest on Cash Credit limit Bank Charges Loan Processing Charges Buyers Credit And Bank Guarantee Charges TOTAL The figures disclosed above are based on the restated summary statement of Profit & Loss Account of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-24

163 ANNEXURE -XXIII : RESTATED STATEMENT OF DEPRECIATION & AMORTIZATION PARTICULARS FOR THE PERIOD ENDED FOR THE YEAR ENDED MARCH, Sep Depreciation The figures disclosed above are based on the restated summary statement of Profit & Loss Account of the Company. 2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-25

165 ANNEXURE -XXV : Restated Statement of Mandatory Accounting Ratios Ratio FOR THE PERIOD ENDED FOR THE YEAR ENDED MARCH, Sep Net worth (A) 2,562 2,182 1,737 1, Restated Net Profit After Tax (B) Number of Equity Share outstanding as on the End of period /Year( C) Bonus Share Issued Number of Equity Share outstanding as on the End of period /Year Including Bonus Share ( C) Weighted average no of Equity shares at the time of end of the year before Bonus Issue (D) Weighted average no of Equity shares at the time of end of the year After Bonus Issue (E) Current Assets (F) 6,646 5,928 5,172 3,986 2,717 1,977 Current Liabilities (G) 4,969 4,340 3,890 2,965 2,078 1,505 Face value per share Restated Basic and Diluted Earning Per Share before Bonus issue (Rs.) (B/D) Restated Basic and Diluted Earning Per Share after Bonus issue (Rs.) (B/E) Return on net worth (%)(B/A) 13.49% 20.32% 21.88% 25.85% 32.08% 41.88% Net asset value per share (Rs)(A/C) Net assets value per share (After effect of bonus issue of equity shares) (A/E) Current Ratio (Rs.) (E/F) ) The ratios have been computed as below: (a) Basic earnings per share (Rs.) - : Net profit after tax as restated for calculating basic EPS /Weighted average number of equity shares outstanding at the end of the period or year (b) Diluted earnings per share (Rs.) - : Net profit after tax as restated for calculating diluted EPS / Weighted average number of equity shares outstanding at the end of the period or year for diluted EPS (c) Return on net worth (%) -: Net profit after tax (as restated) / Net worth at the end of the period or year (d) Net assets value per share -: Net Worth at the end of the period or year / Total number of equity shares outstanding at the end of the period or year (e) Net assets value per share (after effect of bonus issue of equity shares) - : Net Worth at the end of the period or year / Total number of equity shares outstanding at the end of the period or year (after 2) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the period/year adjusted by the number of equity shares issued during period/year multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number of days during the period/year. 3) Net worth for ratios mentioned in note 1(c) and 1(d) is = Equity share capital + Reserves and surplus ( including, Securities Premium, General Reserve and surplus in statement of profit and loss). 4) The figures disclosed above are based on the standalone restated summary statements. 5) The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III. F-27

168 1.The aforesaid statement of tax shelters has been prepared as per the restated Summary statement of profits and losses of the Company. The permanent/timing differences have been computed considering the acknowledged copies of the income-tax returns of respective years stated above. The changes in the tax liability and the interest thereon arising on account of assessment proceedings, notices, appeals etc has been adjusted in the tax liability of the year to which the liability pertains. 2.The figures for the year ended September 30, 2017 are based on the provisional computation of Total Income prepared by the 3.The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III F-30

169 ANNEXURE -XXVIII : Restated Statement of Contingent liabilities PARTICULARS AS AT AS AT MARCH, Sep Contingent liability in respect of : Outstanding TDS default Bank Guarantee outstanding Income Tax Outstanding The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company 2. The above contingent liabilities has been prepared by the company and examined by us through information to the extent made available by the Company F-31

170 ANNEXURE -XXIX : RESTATED STATEMENT OF CAPITALISATION AS AT SEPTEMBER 30, 2017 Particulars Pre Issue Post Isssue Borrowings: Short-term 3, [ ] Long-term (A) 1, [ ] Total debts (B) 4, [ ] Shareholders funds [ ] Share capital [ ] Reserve and surplus 2, [ ] Total shareholder's funds (C) 2, [ ] Long term debt / shareholders funds (A/C) 0.62 [ ] Total debt / shareholders funds (B/C) 1.80 [ ] [ ] The Post Issue Capitalization will be determined only after the completion of the allotment of equity shares & finalisation of issue price per share. Notes: 1. Short term Debts represent which are expected to be paid/ payable within 12 months and excludes instalment of term loans repayable within 12 months. 2 Long term Debts represent debts other than Short term Debts as defined above but includes instalments of term loans repayable within 12 months grouped under other current liabilities 3. The figures disclosed above are based on the restated summary statement of assets and F-32

171 ANNEXURE IV - SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE RESTATED SUMMARY STATEMENTS 1. Company Overview AVG LOGISTICS LIMTED (the company, CIN: U60200DL2010PTC198327) was incorporated on 25th January, 2010 under the Companies Act, 1956 having main object of dealing in the business of transportation of goods & Logistics. The registered office the company is situated in the state of New Delhi. 2. Basis of Preparation of Financial Statement A. The Restated Standalone Financial Statements of Assets and Liabilities of the Company as at September 30, 2017, 31st March 2017, 2016, 2015, 2014 and 2013 and the related Restated Standalone Statement of Profit and Loss and Cash Flows for the year ended on September 30, 2017, 31st March 2017, 2016, 2015, 2014 and 2013 (collectively referred to as Restated Financial Information ) have been prepared specifically for the purpose of inclusion in the Draft Prospectus/ Prospectus to be filed by the Company with the Stock Exchange / Securities and Exchange Board of India (SEBI) / Registrar of Companies (ROC) in connection with the proposed Initial Public Offering (hereinafter referred to as IPO ). B. The Restated Financial Information has been prepared by applying necessary adjustments to the Audited Financial Statements ( financial Statement ) of the Company for the years ended 30 th September, 2017, 31st March 2017, 2016, 2015, 2014 and 2013, prepared and presented under the historical cost convention using the accrual system of accounting in accordance with the generally accepted accounting principles in India ( Indian GAAP ), the provisions of the Companies Act, 1956 ( up to 31st March 2014), and notified sections, schedules and rules of the Companies Act, 2013 (with the effect from 1st April 2014), including the Accounting Standards as prescribed by the Companies (Accounting Standards) Rules, 2006 as per the Section 211(3C) of the Companies Act, 1956 (which are deemed to be applicable as Section 133 of the Companies Act, 2013, ( the Act ) read with Rule 7 of Companies (Accounts) Rules, 2014), to the extent applicable and in the manner so required. 3. Significant Accounting Policies A. Operating Cycle Operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalent. B. Revenue Recognition Revenues / Incomes and Cost / Expenditures are generally accounted on accrual basis, as and when they are earned or incurred. Revenues from sale of services are recognized on completion of related services, and are exclusive of service tax as applicable. Overheads, which could be directly attributed to the units, are booked in the respective units. F-33

172 C. USE OF ESTIMATES The preparation of financial statements in conformity with Generally Accepted Accounting Principles(GAAP) requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities, if any, as at the date of the financial statements and reported amounts of income and expenses during the year. Examples of such estimates include provision for income tax and the useful lives of fixed assets. The difference between the actual results and estimates are recognized in the period in which results are known or materialized. D. Property, Plant and Equipments All items of Property, Plant and Equipments are stated at cost net of duty credit availed less accumulated depreciation and impairments, if any. The cost includes cost of acquisition, installation and preoperative expenditure including trial run expenses (net of revenue) and borrowing costs incurred during pre-operation period Expenses incurred on capital assets are carried forward as capital work in progress at cost till the same are ready for use. E. Depreciation Depreciable amount for Property, Plant and Equipments is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation on tangible fixed assets have been provided on the written down method as per the useful life prescribed in Schedule II to the Companies Act, 2013 effective from 1st April 2014 and depreciation on tangible fixed assets upto 31st March 2014 was provided at the rates and manner prescribed in Schedule XIV of the Companies Act, F. Lease A lease is classified at the inception date as a finance lease or an operating lease. Finance lease are capitalized at the commencement of the lease. A leased asset is depreciated over the useful life of the asset. Land Cost of Rs lakhs includes one land of Rs Lakhs situated in Agartala (Tripura) and acquired on lease of 30 years and other Land of Rs Lakhs situated in Mysore (Karnataka) and acquired on lease of 90 years. Lease deed is pending for execution for land at Mysore. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight line basis over the lease term unless such payments are structured to increase in line with the expected general inflation to compensate for the lessor s expected inflationary cost increase. G. Taxation Current income tax expense comprises taxes on income from operations. Income tax payable is determined in accordance with the provisions of the Income Tax Act, 1961 & Income Computation & Discloser Standard s (ICDS). F-34

173 Deferred tax expenses or benefit is recognized on timing differences beings the difference between taxable income and accounting income tax originate in one period and is likely to reverse in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognized only to the extent that there is virtual certainty that sufficient future taxable income will be available to release such assets. In other situations, deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realize these assets. H. Borrowing Cost As per Accounting Standard -16, borrowing cost attributable to the acquisition of fixed assets is capitalized as part of the cost of fixed assets till the date it is put to use. Other borrowing cost is recognized as expenditure in the period in which they are accrued. I. Cash Flow Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. Cash flows from operating, investing and financing activities of the Company are segregated, accordingly. J. Impairment of Assets At each balance sheet date, the management reviews the carrying amounts of its assets included in each case generating unit to determine whether there is any indication that those assets were impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and the risks specific to the asset. Reversal of impairment loss is recognized immediately as income in the statement of profit and loss. K. Earnings per share The company reports basic and diluted earnings per share (EPS) in accordance with the Accounting Standard 20(AS-20) issued by the Institute of Chartered Accountants of India. The basic EPS is computed by dividing the net profit or loss for the year by weighted average number of equity shares outstanding, during the accounting period. Diluted earnings per equity share are computed by using the weighted average number of equity shares and dilutive potential equity shares outstanding during the period. F-35

174 L. Provisions, Contingent liabilities and Contingent assets A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet and adjusted to reflect the current best estimates. Contingent liabilities are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in the financial statements. M. Employees Benefits (i) Liabilities towards Gratuity is considered as the defined benefit scheme and is recognized on the basis of actuarial valuation on projected unit credit method at balance sheet date. (ii) The benefits in the form of contribution to Provident Fund and Employees State Insurance are considered as the defined contribution schemes and are recognized on the basis of amount paid or payable for the period during which services are rendered by the employees. N. Related Party Transactions Disclosure is being made separately for all the transactions with related parties as specified under Accounting Standard 18, issued by the Institute Chartered Accountants of India. O. Micro, Small & Medium Enterprises Development Act, 2006 The Company has not received any memorandum (as required to be filed by the suppliers with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as Micro, Small and Medium Enterprises. Consequently, the amount paid/ payable to these parties during the year is not ascertainable. Consequently, as of now, it is neither possible for the Company to ascertain whether payment to such enterprises has been made within 45 days from the date of acceptance of supply of goods or services rendered by a supplier nor to give the relevant disclosures as required under the Act. P. SEGMENT ACCOUNTING (i) Business Segment The business segment has been considered as the primary segment. The Company s primary business segments are reflected based on principal business activities, the nature of service, the differing risks and returns, the organization structure and the internal financial reporting system. The Company s primary business comprises of Freight & Logistics Services and since it is the only reportable segment as envisaged in Accounting Standard 17 -Segment Reporting. Accordingly, no separate disclosure for Segment reporting is required to be made in the financial statements of the Company. (ii) Geographical Segment The Company operates in one Geographical Segment namely within India and hence no separate information for geographic segment wise disclosure is required. F-36

175 Q. Payment / Provision made to Auditors (Amount in Rs) Particulars September , 2017 Audit Fees 1,50,000 5,00,000 1,50,000 2,50,000 1,50,000 1,50,000 Tax Matter - - 6,96,000 5,98,000-5,50,000 R. Slump purchase during the year. During the FY , company has purchased a running proprietorship business undertaking M/s Prem Crane & Transport Services from it s proprietor Mrs. Asha Gupta on Slump Sale Basis. This Firm was engaged in the same business of transportation and warehousing as that of the company. Mrs. Asha Gupta is also one of the directors of the company. This transaction has been executed on the basis of Business Purchase Agreement executed between the company and Mrs. Asha Gupta. The purchase consideration has been taken as the Book Value of Rs. 90,33,286/-of the said undertaking as on In this slump purchase, the company has acquired all of it s business assets and liabilities as appearing in their balance Sheet as on All the assets and liabilities so acquired have been taken and merged in the financial statements of the company as on S. Disclosure for the details of Specified Bank Notes (SBN) held and transacted during the period from 08th November, 2016 to 30th December, 2016: (Amount in Rs) Particulars SBN s Other Total Closing cash in hand as on 63,25,000 2,08,812 65,33, (-)Deposited in bank from 62,50,000-62,50, to (+)Permitted Receipts - 4,31,52,937 4,31,52,937 (-)Permitted Payments 75,000 6,49,94,294 6,50,69,294 (+)Withdrawals from bank - 2,64,89,523 2,64,89,523 from to Closing Cash Balance as on ,56,978 48,56, CHANGES IN ACCOUNTING POLICIES IN THE PERIOD/YEARS COVERED IN THE RESTATED FINANCIALS There is no change in significant accounting policies. F-37

176 5. NOTES ON RESTATEMENTS MADE IN THE RESTATED FINANCIALS A. The financial statements including financial information have been prepared after making such regroupings and adjustments, considered appropriate to comply with the same. As result of these regroupings and adjustments, the amount reported in the financial statements/information may not necessarily be same as those appearing in the respective audited financial statements for the relevant years. B. Employee benefits: The Company has adopted the Accounting Standard 15 (revised 2005) on Employee Benefits as per an actuarial valuation carried out by an independent actuary. C. MATERIAL ADJUSTMENTS [AS PER SEBI (ICDR) REGULATIONS, 2009] Appropriate adjustments have been made in the restated financial statements, whenever required, by reclassification of the corresponding items of assets, liabilities and cash flow statement, in order to ensure consistency and compliance with requirement of Company Act 1956, and as replaced by Company Act 2013 after 01st April 2014 and Accounting Standards. The Summary of results of restatements made in the audited financial statements of the Company for the respective period / years and their impact on the profit / (losses) of the Company is as under. Statement of adjustments in the Financial Statements The reconciliation of Profit after tax as per audited results and the Profit after tax as per Restated Accounts is presented below in Table-1. This summarizes the results of restatements made in the audited accounts for the respective years/ period and its impact on the profit & losses of the company. (Amount in Lakhs) Particulars September Net Profit After Tax as per audited accounts but before adjustments for restated accounts 30, Provision of Gratuity Tax Adjustment Relating to Earlier Years Decrease/(Increase) in DTL Net Profit After Tax as per restated accounts (9.79) F-38

177 Adjustment on account of provision for Gratuity: The Company in above mentioned years has provided gratuity on cash basis, however the same has been reconciled on the basis of Actuarial Reports received. Adjustment on account of Provision of Deferred Tax: Due to change in provision for Gratuity, the Company has recalculated the deferred tax liability and deferred tax assets at the rate of normal Tax rate applicable at the end of relevant year. Adjustment on account of provision for Income Tax: The Company has provided short or excess provision in the year in which income tax return has been filed but in Restated accounts; the company has provided Short or Excess provision in the year to which it relates. 6. Realizations In the opinion of the Board and to the best of its knowledge and belief, the value on realization of current assets, loans and advances will, in the ordinary course of business, not be less than the amounts at which they are stated in the Balance sheet. 7. Contractual liabilities All other contractual liabilities connected with business operations of the Company have been appropriately provided for. F-39

178 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with our restated financial statements for the period ended and the financial years ended March 31, 2017, 2016, 2015, 2014, 2013 prepared in accordance with the Companies Act and Indian GAAP and restated in accordance with the SEBI ICDR Regulations, including the schedules, annexure and notes thereto and the reports thereon, included in the section titled Financial Statements on page 133 of this Draft Red Herring Prospectus. Indian GAAP differs in certain material aspects from U.S. GAAP and IFRS. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in this Draft Red Herring Prospectus, nor do we provide reconciliation of our financial statements to those under U.S. GAAP or IFRS. Accordingly, the degree to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader s level of familiarity with the Companies Act, Indian GAAP and SEBI ICDR Regulations. This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those set forth in Risk Factors and "Forward-Looking Statements" beginning on page 17 and 15 of this Draft Red Herring Prospectus. Business Overview Our Company was originally incorporated as a private limited company, at Delhi, India under the Companies Act, 1956 in the name of AVG Logistics Private Limited by way of Certificate of Incorporation dated January 25, Further, pursuant to conversion of our Company to a public limited company, a fresh certificate of incorporation was issued by Registrar of Companies, Delhi on February 21, We are an organised third-party logistics service operator offering logistics solutions to a wide range of customers. We offer Full Truck Load (FTL) and hub-and-spoke transportation model and warehousing services to select clients with pan-india distribution network and automated technology systems. Our customers operate in various sectors across India, including automotive and heavy engineering, telecom, food and agro, fast-moving consumer goods ( FMCG ), paint and dairy. We believe our business model enables us to act as a service provider that can comprehensively cover our customers logistics requirements. We provide solutions that enable our customers to leverage our distribution network which optimises the performance, cost and efficiency of their supply chains, shortening their lead-time to market resulting in lower inventory costs to the customer. We offer our customers services in three key areas (1) Transportation whereby we provide point-to-point, less-than truck-load, time-definite transportation services; (2) Warehousing whereby we provide warehousing, distribution and cold-chain warehousing; and (3) Value-added Services including, temperature-controlled logistics, supply chain solutions and cargo handling services at integrated check posts. Significant Developments Subsequent To The Last Financial Year In the opinion of the Board of Directors of our Company, there have not arisen, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, any significant developments or any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except as follows: 1. The shareholders approved the proposal to increase in authorized capital from Rs. 5,00,00,000 to Rs. 7,50,00,000 in the Extra Ordinary General Meeting held on and further the shareholders approved 137

179 the proposal to increase in authorized capital from Rs. 7,50,00,000 to Rs.12,50,00,000 in the Extra Ordinary General Meeting held on The shareholders approved and passed resolution on to authorize the Board of Directors to raise funds by making Initial Public Offering. 3. The shareholders appointed Mr. Suresh Kumar Jain and Mr. Bishwa Nath Shukla as Independent Directors and Mr. Shyam Sunder Soni as Non-excutive director of our Company in the Extra Ordinary General Meeting held on The Board of Directors appointed Mrs. Parul Jain who is Company Secretary as Compliance Officer of our Company in the Board Meeting held on and the appointment will be effective from The Board of Directors appointed Mr. Arun Kumar Goel as the CFO of our Company in the Board Meeting held on and accepted his designation with effect from The company allotted bonus shares in the ratio 10:7 on Significant Factors Affecting Our Results Of Operations Our business is subjected to various risks and uncertainties, including those discussed in the section titled Risk Factors beginning on page 17 of this Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following: Competition and price cutting from existing and new entrants Brand image Rate of interest policies Economic and Demographic conditions Changes in laws and regulations that apply to Luggage Industry in domestic and overseas market. Discussion On Result Of Operation The following discussion on results of operations should be read in conjunction with the audited and restated financial results of our Company for the financial years ended March 31, 2017, 2016, 2015, 2014 and 2013 and for period ended Overview of Revenue & Expenditure Revenues Our Company s revenue is primarily generated from Sales of Traded goods and services. Income Particulars For the period ended September 30, 2017 As at March (Rs. In Lacs) Revenue from Operations 10, Increase/Decrease in % 1.33% 4.95% 40.53% Other Income Increase/Decrease in % 7% % % Total Revenue Income from operations: Our principal component of revenue from operations is from Transportation of goods and Warehousing Services 138

180 Other Income: Our other income mainly includes interest from banks on FDRs Expenditure Our total expenditure primarily consists of cost of Transportation of Goods and Cost of warehousing services. Employee benefit expenses Our employee benefit expenses mainly includes Salaries to Employees Finance Costs Our Finance cost for the period ended was Rs lakhs which primarily consisted of Bank interest on Cash Credit Limit and interst on loans against vehicles. Our finance cost was 2.92 % of our total income. Depreciation and Amortization Expenses Our depreciation and amortization expense for the period ended was Rs lakhs Other Expenses Our other expenses for the year period ended were Rs lakhs which primarily comprised of Travelling& Conveyance Expenses, Premises Rent Expenses, Repair & Maintenance Expenses, Office Expenses, Professional Expenses etc. Our other expenses were 3.99 % of our total income. Profit before Tax Our Profit before tax for the year period ended was Rs lakhs which was 4.49% of our total income. Tax Expenses Our tax expenses for the year period ended was Rs lakhs. Profit after Tax Our profit after tax for the year period ended was Rs lakhs which was 3.34% of our total income Statement of profits and loss The following table sets forth, for the fiscal years indicated, certain items derived from our Company s audited restated financial statements, in each case stated in absolute terms and as a percentage of total sales and/or total revenue: (INR in Lakhs) REVENUE Particulars For the period ended September 30, 2017 For the Year Ended March Revenue from operations 10, , , , As a % of Total Revenue 99.78% 99.94% 99.94% 99.89% Other income As a % of Total Revenue 0.22% 0.06% 0.06% 0.11% 139

182 Profit/(Loss) for the period/ year PAT Margin 3.34% 2.28% 1.98% 1.74% REVIEW OF OPERATION FOR THE PERIOD ENDED SEPTEMBER 30, 2017 Revenue from operations Revenue from operations for the period ended amounted to Rs lakhs which was primarily on account of revenue from Transportation of Goods and Warehousing Services. Other Income: Other income of Rs lakhs for the period ended comprised of income from Interest on Bank FDRs and Profit on sale of Fixed Assets. Total Expenses Total expenses, excluding tax and exceptional item amounted to Rs lakhs for the period ended this includes Operating Expenses, Employees Benefit Expenses, Financial costs, Depreciation and other expenses. Finance Costs Our Finance cost for the period ended was Rs lakhs primarily consisted of Bank interest on Cash Credit Limit and interst on loans against vehicles. Our finance cost was 2.92 % of our total income. Depreciation and Amortization Expenses Depreciation and amortization expenses were Rs lakhs for the period ended comprising of depreciation. Other expenses Our other expenses for the period ended were Rs lakhs comprising of Travelling& Conveyance Expenses, Premises Rent Expenses, Repair & Maintenance Expenses, Office Expenses, Professional Expenses etc. REVIEW OF FINANCIAL YEAR ENDED MARCH 31, 2017 INCOME Income from operations Our income from operations was Rs lakhs which is about 99.94% of our total revenue for the year ended on March 31, Other income Other income of Rs lakhs comprised of income from interest on Bank FDRs. EXPENDITURE Direct expenditure Our direct expenditure was Rs lakhs which is 83.83% of our total revenue for the year ended on March 31, The direct material expenditure includes Transportation Expenses and Warehousing Expenses Employee benefit expenses 141

183 Our employee benefit expenses were Rs lakhs which was 3.55 % of our total revenue for the year ended on March 31,2017 and comprised of Employees Salaries, directors' remuneration, staff welfare expenses and bonus etc. Finance cost Our Finance costs were Rs lakhs primarily consisting of Bank interest on cash credit limit, interest on vehicle loans for the year ended on March 31, Depreciation and Amortization Expenses Depreciation and amortization expenses were Rs lakhs comprising of depreciation on fixed assets for the year ended on March 31, Other expenses Our other expenses were Rs lakhs which is 2.45% of our total revenue for the year ended on March 31, Other expenses comprises of Premises Rent expenses, travelling & Conveyance expenses, Business Promotion expenses, Repair & Maintenance expenses, Professional expenses etc. Profit before tax Our Profit before tax was Rs lakhs which is 3.29% of our revenue from operations for the year ended on March 31, Net profit Our Net profit after tax was Rs lakhs which is 2.28% of our revenue from operations for the year ended on March 31, COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2017 WITH FINANCIAL YEAR ENDED MARCH 31, INCOME Income from Operations Particulars Variance (Rs. Lakhs) (Rs. Lakhs) (%) Revenue from the Operations 19, , % The operating income of our company for the year ending March 31, 2017 is Rs lakhs as compared to Rs lakhs for the year ending March 31, 2016, showing Increase of 1.33%. The Increase was due to the moderate increase in volume of business activities of the of our company. Other income Our other income is Rs lakhs for the FY as compared to Rs lakhs in FY The increase is on account of increase in Bank FDRs during the year. Direct expenditure Particulars Variance (Rs. Lacs) (Rs. Lacs) (%) Operational Costs 16, , % 142

184 Changes in inventories of finished goods, WIP and Stock in Trade Total 16, , % The direct expenditure has Increased from Rs lakhs in Financial Year to Rs lakhs in Financial Year , the net Increase of 0.04% is in line with the corresponding revenue increase during the financial year Administrative and employee costs Particulars Variance (Rs. Lacs) (Rs. Lacs) (%) Employee benefit Expenses % Other expenses % Total 1, , % There is an Increase in employee benefit expenses from Rs lakhs to Rs lakhs due to Increase in number of employees during the year increased from 126 Nos. in Financial year to 226 Nos. in Financial year Our other expenses Increase by 9.49% from Rs lakhs in FY to Rs lakhs in FY The Increase was mainly due to increase in travelling expenses from Rs lakhs in F.Y To Rs in F.Y , increase in Professional Expenses from Rs Lakhs in F.Y to Rs Lakhs in F.Y , increase in Secutity Service Expenses from Rs Lakhs in F.Y to Rs Lakhs in F.Y However, all these increase in expenses is in line with the business activities and plans of our company. Finance costs The finance costs for the Financial Year have decreased to Rs lakhs from Rs lakhs in the Financial Year Lower interest cost is a result of decrease in bank charges and decrease in interest on Vehicle Loans included in Finance Cost. Depreciation Depreciation expenses for the Financial Year have increased to Rs lakhs as compared to Rs lakhs for the Financial Year Profit before tax Particulars Variance (Rs. Lacs) (Rs. Lacs) (%) Profit Before Tax % Profit before tax Increased to Rs lakhs from Rs lakhs showing an Increase of 11.66%. The Increase was due to increase in gross margin in operations of the company. The operational costs have decreased considerably as the Turnover has increased by 1.33% while the operational (direct) expenses has increased only by 0.04% in FY Provision for tax and net profit 143

185 Particulars Variance (Rs. Lacs) (Rs. Lacs) (%) Taxation Expenses % Profit after Tax % Taxation expense Increased from Rs lakhs in Financial Year to Rs lakhs in Financial Year due to Increase in profits of the company. The profit after tax Increased from Rs lakhs in Financial Year to Rs lakhs in Financial Year This is also a result of inclination in the operations for the year. COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2016 WITH FINANCIAL YEAR ENDED MARCH 31, INCOME Income from Operations Particulars Variance (Rs. Lacs) (Rs. Lacs) (%) Revenue from the Operations % The operating income of our company for the year ending March 31, 2016 is Rs lakhs as compared to Rs lakhs for the year ending March 31, 2015, there was significant growth in the turnover. Growth is on account of increase in volume of business received from existing customers and also increase in customer base of the company. Other income Our other income is Rs lakhs for the FY as compared to Rs lakhs in FY The Decrease was due to decrease in interest on bank FDRs and lessor disposal of miscellaneous scrap. The bank FDRs are made against cash margin for obtaining bank guarantees mainly for submission with customers. During the year some of the bank guarantees validity expired and so corresponding FDRs also matured and it resulted in decrease in interest on FDRs. Direct expenditure Particulars Variance (Rs. Lacs) (Rs. Lacs) (%) Operational Costs % Changes in inventories of finished goods, WIP and Stock in Trade Total 16, , % The direct expenditure has Increased/Decreased from Rs lakhs in Financial Year to Rs lakhs in Financial Year Increase in expenses is on account of increase in Revenue from operations. There is revenue growth of 4.95% in F.Y as compared to F.Y while the increase in direct expenses is only 2.93%. It shows that the company has better and improved margins by cost savings as well as increase in value added services. 144

186 Administrative and employee costs Particulars Variance (Rs. Lacs) (Rs. Lacs) (%) Employee benefit Expenses % Other expenses % Total % There is an Increase in employee benefit expenses from Rs lakhs to Rs lakhs due to increase in staff salaries and incentives. Our other expenses Increased by 13.82% from Rs lakhs in FY to Rs lakhs in FY The Increase was mainly due to [increase in offices rent expenses as the number of branches and tranship hubs increased during the FY The rent expenses has increased from Rs Lakhs in FY to Rs Lakhs in FY Finance costs The finance costs for the Financial Year have Increase to Rs lakhs from Rs lakhs in the Financial Year The difference owes to increase in interest on Cash Credit Limit from Rs Lakhs in FY to Rs Lakhs in FY and increase in bank charges from Rs Lakhs in FY to Rs Lakhs in FY The increase in interest on CC Limit was due to increase in Cash Credit Limit during the FY Depreciation Depreciation expenses for the Financial Year have Increaed to Rs lakhs as compared to Rs lakhs for the Financial Year Profit before tax Particulars Variance (Rs. Lacs) (Rs. Lacs) (%) Profit Before Tax % Profit before tax Increased from Rs lakhs to Rs lakhs showing an Increase/Decrease of 18.55%. The Increase was a result of [increase in gross margin in operations of the company. The operational costs have decreased considerably as the Turnover has increased by 4.95% while the operational (direct) expenses have increased only by 2.93% in FY Provision for tax and net profit Particulars Variance (Rs. Lacs) (Rs. Lacs) (%) Taxation Expenses % Profit after Tax % Taxation expense Increased from Rs lakhs in Financial Year to Rs lakhs in Financial Year due to corresponding increase in net profit before tax for FY as compared to net profit before tax for FY

187 The profit after tax Increased from Rs lakhs in Financial Year to Rs lakhs in Financial Year marking an Increase of 19.05%. OTHER MATTERS 1. Unusual or infrequent events or transactions Except as described in this Draft Red Herring Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent. 2. Significant economic changes that materially affected or are likely to affect income from continuing operations Other than as described in the section titled Risk Factors beginning on page 17 of this Draft Red Herring Prospectus to our knowledge there are no significant economic changes that materially affected or are likely to affect income of our Company from continuing operations. 3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations Other than as disclosed in the section titled Risk Factors beginning on page 17 of this Draft Red Herring Prospectus to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations. 4. Future relationship between Costs and Income Our Company s future costs and revenues will be determined by demand/supply situation, government policies, foreign exchange rates and interest rates quoted by banks & others 5. The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased prices Increase in revenue is by and large linked to increases in volume of business activity carried out by the Company. 6. Total turnover of each major industry segment in which the issuer company operates. The Company is operating in Transportation and Warehousing Industry. Relevant industry data, as available, has been included in the chapter titled Our Industry beginning on page 79 of this Draft Red Herring Prospectus. 7. Status of any publicly announced new products/projects or business segments Our Company has not announced any new projects or business segments, other than disclosed in the Draft Red Herring Prospectus. For details of the products our Company deals in, please refer to the chapter titled Our Business beginning on page 93 of this Draft Red Herring Prospectus. 8. The extent to which the business is seasonal Our Company business is not seasonal in nature. 9. Any significant dependence on a single or few suppliers or customers The % of Contribution of our Company s customer and supplier Vis a Vis the total revenue from operations and purchase of stock in trade respectively as on March 31, Particulars Customers Suppliers Top 5 (%) 61.38% - Top 10 (%) 74.70% - 146

188 10. Competitive Conditions We face competition from existing and potential organized competitors which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in chapter titled Our Business on page 93 of this Draft Red Herring Prospectus. 147

189 SECTION VI: LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated in this section, there are no (i) outstanding criminal proceedings; (ii) actions taken by statutory or regulatory authorities; (iii) tax proceedings; (iv) material litigation, in each case, involving our Company, or our Directors; (v) any litigation involving our Company, our Directors or any other person whose outcome could have a material adverse effect on the position of our Company; (vi) inquiries, inspections or investigations initiated or conducted under the Companies Act against our Company in the preceding five (5) years from the date of this Draft Red Herring Prospectus; (vii) pending proceedings initiated against our Company for economic offences; (viii) material frauds committed against our Company in the preceding five (5) years from the date of this Draft Red Herring Prospectus; (ix) defaults for non-payment of statutory dues; (x) fines imposed or compounding of offences against our Company in the preceding five (5) years from the date of this Draft Red Herring Prospectus; (xi) matters involving our Company and our Subsidiary pertaining to violations of securities law; and (xii) outstanding dues to material creditors and small scale undertakings. The details of the outstanding litigation or proceedings involving our Company, and our Directors are described in this section in the manner as set forth below. Pursuant to SEBI (ICDR) Regulations, for the purposes of disclosure, our Board on February 01, 2018 has considered all other pending litigations involving our Company, and our Directors, other than criminal proceedings, statutory or regulatory actions, as 'material' if the monetary amount of claim by or against the entity or person in any such pending matter exceeds ten percent (10%) of the net Profit After Tax or ten percent (10%) of the net worth of our Company, whichever is higher based on the Restated Financial Information. Further, pre-litigation notices received by our Company, Directors (excluding those notices issued by statutory, regulatory or tax authorities), unless otherwise decided by the Board, are not evaluated for materiality until such time that such parties are impleaded as defendants in litigation proceedings before any judicial forum. Accordingly, we have only disclosed all outstanding litigations involving our Company. In case of pending civil litigation proceedings wherein the monetary amount involved is not quantifiable, such litigation has been considered 'material' only in the event that the outcome of such litigation has a bearing on the operations or performance of our Company. I. Cases filed against the Promoter & Director of our Company 1. There are no cases filed against the Promoter and Director of our Company. II. Criminal cases filed by our Company 1. Our Company has filed a complaint (2092 of 2016) before the Karkardoma Court under Section 138 of the Negotiable Instruments Act, 1938 against Sameer Chemicals (the "Accused") for dishonor of Cheques issued towards outstanding dues to the tune of Rs.5.90 lakhs (Rs.5, 89,450) for transportation charges provided by our Company. The matter shall come up for hearing on 21, Our Company has filed a FIR complaint (Crl case 1450 of 2015) before the Hayath Court (Hyderabad) against Mr. Ganesh Chokkala (the "Accused") for misappropriation of funds to the tune of Rs.38 lakhs (Rs.38,00,000) of our Company. The matter shall come up for hearing on 12 March Our Company has filed a complaint (Misc.crl 2447 of 2016) before the Karkardoma Court under Section 138 of the Negotiable Instruments Act, 1938 against Mr. Thomas Varghese (the "Accused") for dishonor of Cheque issued towards outstanding dues to the tune of Rs.38 lakhs (Rs.37,89,800) of our Company. The matter shall come up for hearing on 14 May III. Criminal cases against our Company 1. Mr. Venkata Chary has filed a complaint (1421 of 2016) before the Nalgonda Court under Section 138 of the Negotiable Instruments Act, 1938 against our Company (the "Accused") for dishonor of cheque issued towards outstanding dues to the tune of Rs.4.50 lakhs (Rs.4, 50,000) provided by our Company. The matter shall come up for hearing on 16 March

190 2. Mr. Srinivasulu has filed a complaint (153 of 2017) before the Nampally Court, Hyderabad under Section 138 of the Negotiable Instruments Act, 1938 against our Company (the "Accused") for dishonor of cheque issued towards outstanding dues to the tune of Rs.3 lakhs (Rs.3,00,000) provided by our Company. The matter shall come up for hearing on 16 February IV. Civil cases filed by our Company 1. Our Company has filed a summary suit (211 of 2017) before the Court of Civil Judge, Thane against Uni Collides (the "Defendant") towards recovery of Rs.2.34 lakhs (Rs.2,34,396) due by the Defendant towards transportation charges. The matter shall come up for hearing on 17 February Our Company has filed a suit (1227 of 2017) before the Guwahati Court against Annapurna Beverages (the "Defendant") towards recovery of Rs lakhs (Rs.20,65,900) due by the Defendant towards transportation charges. The matter shall come up for hearing on 21 February Our Company has filed a suit (Civil 302 of 2017) before the Hayath Court, Hyderabad against Ganesh Chokkala (the "Defendant") towards recovery of funds Rs lakhs (Rs.38,00,000) misappropriated by Defendant. The matter shall come up for hearing on 07 March Our Company has filed a suit (2349 of 2016) before the Karkardoma Court against Janta Engineers (the "Defendant") towards recovery of Rs.3.99 lakhs (Rs.3,98,706) due by the Defendant towards transportation charges. The matter shall come up for hearing on 28 March Our Company has filed a suit (2349 of 2016) before the Karkardoma Court against Sameer Chemicals (the "Defendant") towards recovery of Rs.5.89 lakhs (Rs.5,89,450) due by the Defendant towards transportation charges. The matter shall come up for hearing on 28 March Our Company has filed a civil complaint (CC70 of 2017) before the Ernakulum Court against Mr. Thomas Varghese (the "Accused") for misappropriation of funds to the tune of Rs.38 lakhs (Rs.37,89,800) of our Company. The matter shall come up for hearing on 19 February Prem Crane ( Appellant ) had filed an appeal (586 of 2017) against the order dated 28 February 2017 passed by the MACT Upper District Judge, Rampur against Ms. Paramjeet Kour, wife of deceased Mr. Balkar Singh, ( Defendant ) for a motor cycle claim before the High Court of Allahabad, for a compensation of Rs.3.13 lakhs (Rs.3,13,000) along with the interest and penalty. The matter shall come up for hearing on 20 March V. Civil Cases filed against the Company 1. Mr. Vivek Kumar has filed a claim before the Mini secretariat, Gurugram against our Company (the "Defendant") for workmen compensation to be paid by our Company. The matter shall come up for hearing on 28 February Mr. Mathew Varghese (the Claimant ) has filed a claim (LIR/7540 of 2016) before the Dwarka Court against our Company (the "Defendant") for workmen compensation to be paid by our Company for his retrenchment. The matter shall come up for hearing on 28 February Ms. Meenakshi w/o Mr. L. Baner had filed a claim (M.V.C of 2017) for accident compensation against Prem Crane before Motor Accident Claims Tribunal, Belagavi. The matter shall come up for hearing on 09 April Ms. Meenakshi w/o Mr. L. Baner had filed a claim (M.V.C of 2017) for accident compensation against Prem Crane before Motor Accident Claims Tribunal, Belagavi. The matter shall come up for hearing on

191 February VI. Arbitration Matters: Prem Crane had filed a claim against Central Warehousing Corporation before the Hon ble Arbitrator Mr. Ramsingh (the Respondent ) for an amount of Rs Lakhs (Rs.30,43,365) with interest. The next date of arbitration is 09 March VII. Civil case filed by our Promoter & Director Nil VIII. Notices issued by and against our Company There have been no instances where the notices were issued by or against our Company in the preceding five (5) years from the date of this Draft Red Herring Prospectus. IX. Material frauds committed against our Company There have been no instances of material frauds committed against our Company in the preceding five (5) years from the date of this Draft Red Herring Prospectus. X. Past cases where penalties imposed There are no past cases in the five (5) years preceding the date of this Draft Red Herring Prospectus, where penalties were imposed on our Company by concerned authorities. XI. Past inquiries, inspections and investigations under the Companies Act There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last five (5) years immediately preceding the year of issue of the Draft Red Herring Prospectus in the case of our Company. XII. Fines imposed or compounding of offences There have been no prosecutions filed by our Company and its Subsidiary (whether pending or not) fines imposed, compounding of offences in the last five (5) years immediately preceding the year of the Draft Red Herring Prospectus. XIII. Proceedings initiated against our Company for economic offences There are no pending proceedings initiated against our Company for any economic offences as on the date of this Draft Red Herring Prospectus. XIV. Defaults and non-payment of statutory dues Our Company has no outstanding defaults in relation to statutory dues, dues payable to holders of any debentures (including interest) or dues in respect of deposits (including interest) or any defaults in repayment of loans from any bank or financials institution (including interest). XV. Outstanding litigation involving our Company, Directors or any other person whose outcome could have a material adverse effect on our Company Except as disclosed above, there is no outstanding litigation involving our Company, Subsidiary, Directors or any other person whose outcome could have a material adverse effect on our Company. 150

192 XVI. Material developments since September 30, 2017 Other than as disclosed under section titled "Management s Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 137 of this Draft Prospectus, in the opinion of the Board, there has not arisen, since the date of the last balance sheet included in this Draft Prospectus, any circumstance that materially and adversely affects or is likely to affect the trading or profitability of our Company taken as a whole or the value of our consolidated assets or our ability to pay our liabilities over the next twelve (12) months. XVII. Outstanding dues to Creditors Creditors of our Company to whom the amount due by our Company exceeds Rs.5.00 lakhs as of September 30, 2017 as per the Restated Financial Information of our Company shall be considered "material" creditors of our Company. As on September 30, 2017 our Company does not owe a sum exceeding Rs. Five Lakhs to any undertaking except the following: Sr. No. List of Creditors Amount (Rs. In Lakhs) 1. Arpan Travels & Tours - Air Chaurasia Service Station Chaitanya Petroleum - Ponda Goa Kesar Singh & Sons - Rudarpur Malwa Automobiles (P) Ltd Pattikalyana Filling Station Drivewell Service Station - Delhi Surendra Auto Service Continental Warehousing Corporation (NS) Ltd Delhi State Civil Supplies Corporation Ltd Kribhco Infrastructure Ltd National Co-Operative Consumer Fed. Of India Ltd Rishi Prakash Sharma & Associates Shri Balaji Enterprises - Panipat Slv Security Services Pvt Ltd. - Gurgaon Vaschan Telecom Labour Charges Payable At Agartala Total

193 GOVERNMENT AND OTHER APPROVALS We have received the necessary consents, licenses, permissions and approvals from the Government of India and various governmental agencies required by us to undertake this Issue and for our present business and except as mentioned below, no further material approvals are required for carrying on our present business operations. Unless otherwise stated, these approvals are valid as on the date of this Draft Red Herring Prospectus. The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company to undertake its existing business activities. I. Approvals for the Issue The following approvals have been obtained or will be obtained in connection with the Issue: a. Our Board, pursuant to its resolution dated February 01, 2018, authorized the Issue subject to approval of the shareholders of our Company under Section 62(1)(c) of the Companies Act, 2013; b. The shareholders of our Company have, pursuant to their resolution passed at the extra ordinary general meeting of our Company held on February 06, 2018 under Section 62(1)(c) of the Companies Act, 2013, authorized the Issue; c. Our Board approved this Draft Red Herring Prospectus pursuant to its resolution dated [ ]; d. We have received in-principle approvals from the stock exchange for the listing of our Equity Shares pursuant to letter dated [ ] bearing reference no. [ ]. e. NSDL/CDSL: ISIN No.: [ ]. II. Corporate Approvals a. Certificate of Incorporation dated January 25, 2010 issued by Registrar of Companies, Delhi and Haryana. b. Corporate Identity Number (CIN): U60200DL2011PLC III. Approvals obtained in relation to our business operations Our Company requires various approvals to carry on our business in India. Some of these may expire in the ordinary course of business and applications for renewal of these approvals are submitted in accordance with applicable procedures and requirements. a. Registration certificate from the Shops and Commercial establishment bearing registration no. PSA/REG/SPT/li-spt/ b. Certificate issued by the Employees Provident Fund Organization (EPFO) bearing registration No.DL c. Certificate issued by the Employees State Insurance Corporation (ESIC) bearing registration No d. Certificate issued by the Food Safety Standards of India bearing registration No , No and e. Certificate issued by the Haryana State Pollution Control Board bearing registration No SONCTOHWM

195 OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue Our Board has, pursuant to its resolution dated February 01, 2018, authorized the Issue, subject to the approval of the Equity Shareholders of our Company under Section 62(1)(c) of the Companies Act and our Equity Shareholders have, pursuant to a resolution dated February 06, 2018, under Section 62(1)(c) of the Companies Act, authorized the Issue. In-principle Listing Approvals Our Company has obtained approval from NSE Emerge by way of its letter dated [ ] to use the name of NSE Emerge in this Issue Document for listing of equity shares on the Emerge platform of the NSE. NSE is the Designated Stock Exchange. Prohibition by SEBI, the RBI or Governmental Authorities None of our Company, our Promoter, our Promoter Group, our Directors, and persons in control of our Company are or have ever been prohibited from accessing or operating in the capital market or restrained from buying, selling or dealing in securities under any order or direction passed by the SEBI or any other governmental authorities. Neither our Promoter, nor any of our Directors or persons in control of our Company were or are a promoter, director or person in control of any other company which is debarred from accessing the capital market under any order or directions made by the SEBI or any other governmental authorities. None of our Directors are in any manner associated with the securities market and there is or has been no action taken by the SEBI against our Directors or any entity in which our Directors are involved in as promoter or directors. Neither our Company, nor our Promoter, nor our Directors, nor the relatives (as per the Companies Act) of our Promoter, are or have been detained as wilful defaulters by the RBI or any other governmental authorities. Eligibility for the Issue Our Company is an unlisted issuer in terms of the SEBI (ICDR) Regulations and this Offer is an initial public offer in terms of the SEBI (ICDR) Regulations. This Offer is being made in terms of Regulation 106 (M) (2) of Chapter XB of the SEBI (ICDR) Regulations, whereby, an issuer whose post offer face value capital does not exceed twenty-five crore rupees, shall issue shares to the public and propose to list the same on the Small and Medium Enterprise Exchange ("SME Exchange"), in this case being the SME Platform of NSE Emerge. We confirm that: a) In accordance with Regulation 106 (P) of the SEBI (ICDR) Regulations, this Offer has been hundred percent underwritten and that the BRLMs to the Offer have underwritten more than 15% of the total Offer Size. For further details pertaining to the said underwriting please refer to section titled "General Information Underwriting" beginning on page 52 of this Draft Red Herring Prospectus. b) In accordance with Regulation 106(R) of the SEBI (ICDR) Regulations, we shall ensure that the total number of proposed allottees in the Offer is greater than or equal to fifty, otherwise, the entire application money will be refunded forthwith. If such money is not repaid within eight days from the date our Company becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of eight days, be liable to repay such application money, with interest as prescribed under SEBI ICDR Regulations, the Companies Act, 2013 and applicable law. Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable with fine and/or imprisonment in such a case. 154

196 c) In accordance with Regulation 106(O) the SEBI (ICDR) Regulation, we have not filed any Offer Document with SEBI nor has SEBI issued any observations on our Offer Document. Also, we shall ensure that our BRLM submit the copy of Prospectus along with a Due Diligence Certificate including additional confirmations as required to SEBI at the time of filing the Prospectus with Stock Exchange and the Registrar of Companies. d) In accordance with Regulation 106(V) of the SEBI (ICDR) Regulations, we have entered into an agreement with the BRLMs and Market Maker to ensure compulsory Market Making for a minimum period of three years from the date of listing of equity shares offered in this offer. For further details of the arrangement of Market Making, please see General Information- Details of the Market Making Arrangements for this Issue" on page no 53 of this Draft Red Herring Prospectus. We further confirm that we shall be complying with all other requirements as laid down for such issue under Chapter XB of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines issued by SEBI and the Stock Exchange. e) The Company has a record of three (3) years and positive cash accruals (earnings before depreciation and tax) from operations for at least two (2) financial years preceding the application and the net worth of the Company is positive. f) As on the date of this Draft Red Herring Prospectus, our Company has a paid-up capital of Rs lakhs and the post issue capital will be of Rs lakhs. g) Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR). h) There is no winding up petition against the company, which has been admitted by the court or a liquidator has not been appointed. i) There has been no change in the Promoter(s) of the Company in the preceding one year from date of filing application to the Stock Exchange or listing on the SME segment. j) Our company shall mandatorily facilitate trading in demat securities and enter into an agreement with CDSL and NSDL. n) We have a website: DISCLAIMER CLAUSE OF SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUSTO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BRLM, BEING SYSTEMATIX CORPORATE SERVICES LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUSARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BRLM ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLM HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 23, 2018 WHICH READS AS FOLLOWS: WE, THE BRLM TO THE ISSUE, STATE AND CONFIRM AS FOLLOWS: 155

197 (1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE FINALISATION OF THIS DRAFT RED HERRING PROSPECTUSPERTAINING TO THE SAID ISSUE. (2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT: (A) THE DRAFT RED HERRING PROSPECTUSFILED WITH THE BOARD IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE; (B) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED / ISSUED BY THE BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND (C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUSARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, TO THE EXTENT NOT REPLACED BY THE COMPANIES ACT, 2013, THE COMPANIES ACT, 2013, TO THE EXTENT IN FORCE, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS. (3) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUSARE REGISTERED WITH SEBI AND THAT UNTIL DATE SUCH REGISTRATION IS VALID. (4) WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS NOTED FOR COMPLIANCE (5) WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTER HAS BEEN OBTAINED FOR INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED/ SOLD/ TRANSFERRED BY THE PROMOTER DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS/ RED HERRING PROSPECTUS WITH SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS/ RED HERRING PROSPECTUS NOTED FOR COMPLIANCE (6) WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS/ RED HERRING PROSPECTUS COMPLIED WITH AND NOTED FOR COMPLIANCE (7) WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO 156

198 ENSURE THAT PROMOTERS CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE NOT APPLICABLE (8) WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE OBJECTS LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE COMPANY AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION COMPLIED WITH TO THE EXTENT APPLICABLE. (9) WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SECTION 40 OF THE COMPANIES ACT, 2013 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE COMPANY SPECIFICALLY CONTAINS THIS CONDITION NOTED FOR COMPLIANCE. (10) WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING PROSPECTUSTHAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE NOT APPLICABLE. UNDER SECTION 29 OF THE COMPANIES ACT, 2013, THE EQUITY SHARES IN THE OFFER ARE TO BE ISSUED IN DEMATERIALISED MODE ONLY. (11) WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION. (12) WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS: (a) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE (1) DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY AND (b) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM TIME TO TIME. (13) WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE NOTED FOR COMPLIANCE (14) WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE, ETC. (15) WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE 157

199 APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUSWHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY. (16) WE ENCLOSE STATEMENT ON PRICE INFORMATION OF PAST ISSUES HANDLED BY MERCHANT BANKER BELOW (WHO IS RESPONSIBLE FOR PRICING THIS ISSUE), AS PER FORMAT SPECIFIED BY SEBI THROUGH THE CIRCULAR DATED SEPTEMBER 27, (17) WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN FROM LEGITIMATE BUSINESS TRANSACTIONS COMPLIED WITH TO THE EXTENT OF THE RELATED PARTY TRANSACTIONS REPORTED, IN ACCORDANCE WITH ACCOUNTING STANDARD 18, IN THE FINANCIAL STATEMENTS OF THE COMPANY OF THIS DRAFT RED HERRING PROSPECTUS. (18) WE CERTIFY THAT THE ENTITY IS ELIGIBLE UNDER 106Y (1) (A) OR (B) (AS THE CASE MAY BE) TO LIST ON THE INSTITUTIONAL TRADING PLATFORM, UNDER CHAPTER XC OF THESE REGULATIONS NOT APPLICABLE THE FILING OF THIS DRAFT RED HERRING PROSPECTUSDOES NOT, HOWEVER, ABSOLVE ANY PERSON WHO HAS AUTHORISED THE ISSUE OF THIS DRAFT RED HERRING PROSPECTUSFROM ANY LIABILITIES UNDER SECTION 34 OR SECTION 36 OF COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH BRLM, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS. All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring Prospectus with the RoC in terms of Section 32 of the Companies Act, All legal requirements pertaining to the Issue will be complied with at the time of registration of the Prospectus with the RoC in terms of Sections 26 and 30 of the Companies Act, ADDITIONAL CONFIRMATIONS/ CERTIFICATIONS TO BE GIVEN BY MERCHANT BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER DOCUMENT REGARDING SME EXCHANGE 1. WE CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUSHAVE BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY. 2. WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THE ISSUER OR RELATING TO THE OFFER UP TO THE COMMENCEMENT OF LISTING AND TRADING OF THE SPECIFIED SECURITIES OFFERED THROUGH THIS OFFER SHALL BE INFORMED THROUGH PUBLIC NOTICES/ ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-OFFER ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR CLOSURE OF THE OFFER HAVE BEEN GIVEN. 3. WE CONFIRM THAT THE DRAFT RED HERRING PROSPECTUS CONTAINS ALL THE DISCLOSURES AS SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, NOTED FOR COMPLIANCE 158

200 4. WE CONFIRM THAT AGREEMENTS HAVE BEEN ENTERED INTO WITH THE DEPOSITORIES FOR DEMATERIALISATION OF THE SPECIFIED SECURITIES OF THE ISSUER. NOTED FOR COMPLIANCE 5. WE CERTIFY THAT AS PER THE REQUIREMENTS OF FIRST PROVISO TO SUB- REGULATION (4) OF REGULATION 32 OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009; CASH FLOW STATEMENT HAS BEEN PREPARED AND DISCLOSED IN THE DRAFT RED HERRING PROSPECTUS. 6. WE CONFIRM THAT UNDERWRITING AND MARKET MAKING ARRANGEMENTS AS PER REQUIREMENTS OF REGULATION 106P AND 106V OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE - NOTED FOR COMPLIANCE Statement on Price Information of Past Issues handled by Systematix Corporate Services Limited No. Issue Name Issue Size (Rs. Cr.) Issue price (Rs.) Listing date Opening price on listing date (Rs.) +/-% change in closing price, [+/- % change in closing benchmark]-30 th calendar days from listing +/-% change in closing price, [+/- % change in closing benchmark]-90 th calendar days from listing +/-% change in closing price, [+/- % change in closing benchmark]-180 th calendar days from listing CMM Infraprojects October % 28.13% NA Limited 12, 2017 [2.23%] [5,35%] NA Jash Engineering October 144 Limited 11, % 59.92% NA Note: We have considered Nifty as benchmark for computing % in above table Disclaimer clauses from our Company and the BRLM Our Company, our Directors and the BRLM accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company s instance and anyone placing reliance on any other source of information, including our Company s website would be doing so at his or her own risk. The BRLM accepts no responsibility, save to the limited extent as provided in the Issue Agreement and the Underwriting Agreement. All information shall be made available by our Company and the BRLM to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports, at bidding centres or elsewhere. None among our Company or any member of the Syndicate is liable for any failure in downloading the Bids due to faults in any software/ hardware system or otherwise. Investors who Bid in the Issue will be required to confirm and will be deemed to have represented to our Company, the Underwriters and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will not issue, sell, pledge, or transfer the Equity Shares of our Company to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriters and their respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our Company. The BRLM and their respective associates and affiliates may engage in transactions with, and perform services for, our Company and their respective group companies, affiliates or associates or third parties in the ordinary course of 159

201 business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company and their respective group companies, affiliates or associates or third parties, for which they have received, and may in the future receive, compensation. Track Record of past issues handled by Systematix Corporate Services Limited Financial Year Total no. of IPOs Total Funds Raised (Rs. Cr.) Nos. of IPOs trading at discount- 30 th calender days from listing Nos. of IPOs trading at premium- 30 th calender days from listing Nos. of IPOs trading at discount- 180 th calendar days from listing Nos. of IPOs trading at premium- 180 th calendar days from listing F.Y Over 50% Between 25-50% Less than 25% Over 50% Between 25-50% Less than 25% Over 50% Between 25-50% Less than 25% Over 50% Between 25-50% Less than 25% Disclaimer with respect to jurisdiction The Issue is being made in India to persons resident in India (including Indian nationals resident in India who are not competent to contract within the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts registered under applicable trust law and who are authorised under their constitution to hold and invest in shares, permitted insurance companies, permitted provident fund and pension funds, insurance funds set up and managed by the army and navy of the Union of India and insurance funds set up and managed by the Department of Posts, India) and to FPIs, FIIs, Eligible NRIs and other eligible foreign investors (viz. FVCIs, multilateral and bilateral development financial institutions). This Draft Red Herring Prospectus does not, however, constitute an invitation to purchase shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations and SEBI shall give its observations in due course. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Equity Shares have not been and will not be registered under the Securities Act or any state securities laws in the United States, and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act and referred to in this Draft Red Herring Prospectus as "U.S. QIBs" pursuant to the private placement exemption set out in Section 4(a)(2) of the Securities Act; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in this Draft Red Herring Prospectus as QIBs ), in transactions exempt from the registration requirements of the Securities Act and (b) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other 160

202 jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Designated Stock Exchange The Designated Stock Exchange for the purpose of the Issue will be NSE Emerge. Disclaimer Clause of NSE As required, a copy of this Draft Red Herring Prospectus has been submitted to the NSE. The disclaimer clause as intimated by the NSE to us, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the RoC filing. Disclaimer Clause under Rule 144A of the U.S. Securities Act The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the Securities Act ) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold (i) in the United States only to qualified institutional buyers, as defined in Rule 144A of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and in compliance with the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Applicants may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Filing The Draft Red Herring Prospectus shall not be filed with SEBI, nor will SEBI issue any observation on the offer document in terms of Regulation 106 (O) (1). However, a copy of the Prospectus shall be filed with SEBI at Plot No.C4-A,'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 32 of the Companies Act, 2013 would be delivered for registration to the RoC at New Delhi and a copy of the Prospectus to be filed under Section 26 of the Companies Act, 2013 would be delivered for registration with RoC at the office of the Registrar of Companies, Delhi, located at A) 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi , India. Listing In terms of Chapter XB of the SEBI (ICDR) Regulations, there is no requirement of obtaining In-Principle approval of the Emerge Platform of NSE. However, application shall be made to Emerge Platform of NSE for obtaining permission for listing of the Equity Shares being offered and sold in the Offer on its Emerge Platform after the allotment in the Offer. NSE is the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Offer. If the permission to deal in and for an official quotation of the Equity Shares on the Emerge Platform is not granted by NSE, our Company shall forthwith repay, without interest, all moneys received from the applicants in pursuance of the Prospectus. The allotment letters shall be issued or application money shall be refunded within fifteen (15) days from the closure of the Offer or such lesser time as may be specified by Securities and Exchange Board or else the application money shall be refunded to the applicants forthwith, failing which interest shall be due to be paid to the applicants at the rate of fifteen per cent per annum for the delayed period as prescribed under Section 40 of the Companies Act,

203 Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Emerge Platform of NSE mentioned above are taken within six (6) Working Days of the Issue Closing Date. Our Company has obtained approval from NSE Emerge by way of letter dated [ ] to use the name of NSE Emerge in this Draft Red Herring Prospectus document for listing of equity shares on NSE Emerge. Caution Disclaimer from our Company, our Directors and the BRLM Our Company, our Directors and the BRLM accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our instance and anyone placing reliance on any other source of information, including our website, would be doing so at his or her own risk. The BRLM accept no responsibility, save to the limited extent as provided in the Issue Agreement entered into among the BRLM and our Company dated February 21, 2018, and the Underwriting Agreement to be entered into among the Underwriters and our Company. All information shall be made available by our Company and the BRLM to the Bidders and public at large and no selective or additional information would be available for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at bidding centres or elsewhere. Neither our Company nor any member of the Syndicate shall be liable to the Bidders for any failure in uploading the Bids, due to faults in any software or hardware system, or otherwise. The BRLM and their respective associates may engage in transactions with, and perform services for our Company and our respective affiliates and associates in the ordinary course of business, and have engaged, or may in the future engage in commercial banking and investment banking transactions with our Company or their respective affiliates or associates for which they have received, and may in future receive compensation. Bidders that bid in the Issue will be required to confirm, and will be deemed to have represented to our Company, the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares, and will not issue, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act 2013, which is reproduced below: "Any person who (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities, or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447." The liability prescribed under Section 447 of the Companies Act 2013 includes imprisonment for a term of not less than six (6) months extending up to ten (10) years (provided that where the fraud involves public interest, such term shall not be less than three (3) years) and fine of an amount not less than the amount involved in the fraud, extending up to three (3) times of such amount. 162

204 Consents Consents in writing of (a) our Directors, the Company Secretary and Compliance Officer, the Auditors, the legal counsels, the Bankers to our Company, the Bankers to the Issue, lenders (where such consent is required), industry sources, and (b) the BRLM, the Syndicate Members and the Registrar to the Issue to act in their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC and such consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus and the Prospectus with the RoC. Our Company has received written consent from, M/s. Prakash K. Prakash, Chartered Accountants, our Statutory Auditors, to include its name as required under Section 26(1)(a)(v) of the Companies Act 2013 in this Draft Red Herring Prospectus and as "expert" as defined under Section 2(38) of the Companies Act 2013 in respect of the reports of the Auditor on the Restated Standalone Financial Statements dated February 07, 2018 and the statement of tax benefits dated February 07, 2018 included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term "expert" shall not be construed to mean an "expert" as defined under the U.S. Securities Act. Expert Opinion Except for the report of our Auditor on the Restated Financial Statements and the statement of tax benefits included in this Draft Red Herring Prospectus, on pages 133 and 77, respectively, our Company has not obtained any expert opinion. Issue Related Expenses The total expenses of the Issue are estimated to be approximately Rs.[ ] lakhs. The expenses of this Issue include, among others, underwriting and management fees, printing and distribution expenses, legal fees, advertisement expenses and listing fees. The estimated Issue expenses are as follows: (Rs. in lakhs) Activity Expense Fees of the BRLM, underwriting commission, brokerage and selling commission (including commissions to SCSBs for ASBA Applications) and Commission payable to Registered Brokers Processing fee to the SCSBs for processing Bid-cum-Application Forms procured by Syndicate/Sub Syndicate and submitted to SCSBs or procured by Registered Brokers Advertising and marketing expenses, printing and stationery, distribution, postage etc. Amount* (in Rs. Lakhs) Percentage of Total Estimated Issue Expenses* Percentage of Issue Size* [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Fees to the Registrar to the Issue [ ] [ ] [ ] Listing fees and other regulatory expenses [ ] [ ] [ ] Other expenses (Legal advisors, Auditors, PR [ ] [ ] [ ] firm and other Advisors etc.) Total estimated Issue expenses [ ] [ ] [ ] * The amount utilized for general corporate purposes shall not exceed 25% of the gross proceeds of the Fresh Issue. Fees, Brokerage and Selling Commission The total fees payable to the BRLM and Syndicate Members (including underwriting and selling commissions), and reimbursement of their out of pocket expenses, will be as stated in the engagement letters with the Book Running BRLM, dated January 15, 2018 and the Syndicate Agreement to be executed among our Company and the members 163

205 of the Syndicate, copies of which shall be available for inspection at our Registered Office, from am to 4.00 p.m. on Working Days from the date of filing the Red Herring Prospectus until the Bid/Issue Closing Date. Fees Payable to the Registrar to the Issue The fees payable to the Registrar to the Issue, including fees for processing of Bid-cum-Application Forms, data entry, printing of Allotment Advice, refund order, preparation of refund data on magnetic tape and printing of bulk mailing register, will be as per the agreement dated February 21, 2018 signed among our Company and the Registrar to the Issue, a copy of which shall be made available for inspection at our Registered Office. Particulars regarding Public or Rights Issues during the last Five (5) Years There have been no public or rights issues undertaken by our Company during the five (5) years immediately preceding the date of this Draft Red Herring Prospectus. Commission or Brokerage on Previous Issues Since this is the initial public offering of the Equity Shares of our Company, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our Equity Shares, since the incorporation of our Company. Previous Issues Otherwise than for Cash Except as disclosed under section titled "Capital Structure" beginning on page 55 of this Draft Red Herring Prospectus, our Company has not issued any Equity Shares for consideration otherwise than for cash. Capital Issues in the Preceding three (3) Years Except as disclosed under section titled "Capital Structure" beginning on page 55 of this Draft Red Herring Prospectus, our Company has not made any capital issues during the three (3) years immediately preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis Objects Our Company is an Unlisted Issuer in terms of the SEBI (ICDR) Regulations, and this Offer is an Initial Public Offering in terms of the SEBI (ICDR) Regulations. Therefore, data regarding promise versus performance is not applicable to us. Outstanding Debentures, Bonds or Redeemable Preference Shares Our Company does not have any outstanding debentures, bonds or redeemable preference shares, as on the date of this Draft Red Herring Prospectus. Partly Paid-Up Shares As on the date of this Draft Red Herring Prospectus, there are no partly paid-up Equity Shares of our Company. Stock Market Data of the Equity Shares Our Company is an Unlisted Issuer in terms of the SEBI (ICDR) Regulations, and this Offer is an Initial Public Offering in terms of the SEBI (ICDR) Regulations. Therefore, no stock market data is available for the Equity Shares. Mechanism for Redressal of Investor Grievances by our Company 164

206 The agreement dated February 21, 2018 between the Registrar to the Issue and our Company, provides for retention of records with the Registrar to the Issue for a minimum period of three (3) years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, in order to enable the investors to approach the Registrar to the Issue for redressal of their grievances. Investors may contact the BRLM for any complaint pertaining to the Issue. All grievances relating to the non-asba process must be addressed to the Registrar to the Issue quoting the full name of the sole or first Bidder, Bid-cum- Application Form number, the Bidders DP ID, Client ID, PAN, address of the Bidder, number of Equity Shares applied for, date of Bid-cum-Application Form, name and address of the Syndicate Member or the Registered Broker where the Bid was submitted and cheque or draft number and issuing bank thereof. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant SCSB or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of the Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the Broker Centres, as the case may be, quoting the full name of the sole or first Bidder, Bid-cum-Application Form number, Bidders DP ID, Client ID, PAN, address of the Bidder, number of Equity Shares applied for, date of Bid-cum- Application Form, name and address of the member of the Syndicate or the Designated Branch or the Registered Broker, as the case may be, where the ASBA Bid was submitted and ASBA Account number in which the amount equivalent to the Bid Amount was blocked. Further, with respect to the Bid-cum-Application Forms submitted with the Registered Broker, the investor shall also enclose the acknowledgement from the Registered Broker in addition to the documents/information mentioned hereinabove. Disposal of Investor Grievances by our Company We estimate that the average time required by our Company and/or the Registrar to the Issue for the redressal of routine investor grievances shall be seven (7) days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. Our Company has appointed Parul Jain, Company Secretary, as the Compliance Officer and she may be contacted in case of any pre-issue or post-issue related problems, at the address set forth hereunder. AVG Logistics Limited 102, 1 st Floor (above State Bank of India), Jhilmil Metro Station Complex, Delhi , India Telephone: Facsimile: CIN: U60200DL2010PLC Website: id: Further, our Board has constituted a Stakeholders Relationship Committee comprising our Directors, February 06, 2018, which is responsible for redressal of grievances of the security holders of our Company. For further details, please refer to section titled "Our Management" beginning on page 114 of this Draft Red Herring Prospectus. We do not have any listed Group Companies as on the date of this Draft Red Herring Prospectus. Changes in Auditors There have been no changes in the statutory auditors our Company in the last three (3) years. 165

207 Capitalization of Reserves or Profits Except as provided under the section titled "Capital Structure" beginning on page 55 of this Draft Red Herring Prospectus, our Company has not capitalized its reserves or profits at any time during the five (5) years immediately preceding the date of this Draft Red Herring Prospectus. Revaluation of Assets Our Company has not revalued its assets since its incorporation. Purchase of Property Except as disclosed in this Draft Red Herring Prospectus, there is no property which has been purchased or acquired or is proposed to be purchased or acquired which is to be paid for wholly or partly from the proceeds of the present Offer or the purchase or acquisition of which has not been completed on the date of this Draft Red Herring Prospectus. Except as stated elsewhere in this Draft Red Herring Prospectus, our Company has not purchased any property in which the Promoters and / or Directors have any direct or indirect interest in any payment made there under. Servicing Behavior There has been no default in payment of statutory dues or of interest or principal in respect of our borrowings or deposits. 166

208 SECTION VII: OFFERING INFORMATION TERMS OF THE ISSUE The Equity Shares being issued pursuant to this offer are subject to the provisions of the Companies Act, the SEBI (ICDR) Regulations, SCRA, SCRR, the Memorandum of Association and Articles of Association, the terms of the Red Herring Prospectus, the Prospectus, the abridged prospectus, Bid-cum-Application Form, the Revision Form, the CAN, the Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advices and other documents/ certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, RoC and/ or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock Exchanges, the RoC and/ or any other authorities while granting its approval for the Issue. Please note that, in accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, All the investors applying in a public offer shall use only Application Supported by Blocked Amount (ASBA) facility for making payment. Ranking of the Equity Shares The Equity Shares being offered and transferred pursuant to the Issue shall be subject to the provisions of the Companies Act, the Memorandum of Association and Articles of Association and rank pari-passu in all respects with the other existing Equity Shares including in respect of the rights to receive dividend. In respect of the Issue, all dividends, if any, declared by our Company after the date of Allotment, will be payable to the Bidders who have been issued and allotted Equity Shares in such Issue for the entire year. The Allottees upon Allotment of Equity Shares under the Issue, will be entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, please refer to section titled "Main Provisions of Articles of Association" beginning on page 221 of this Draft Red Herring Prospectus. Mode of Payment of Dividend Our Company shall pay dividends, if declared, to the shareholders of our Company in accordance with the provisions of the Companies Act, the Memorandum of Association and Articles of Association. For further details, please refer to section titled "Dividend Policy" and "Main Provisions of Articles of Association" beginning on pages 132 and 221 respectively of this Draft Red Herring Prospectus. Face Value and Issue Price The face value of each Equity Share is Rs.10 and the Issue Price at the lower end of Price Band is [ ] per Equity Share and at the higher end of the Price Band is Rs.[ ] per Equity Share. The Price Band and the minimum Bid Lot size for the Issue will be decided by our Company in consultation with the BRLMS and advertised in [ ] edition of the English national newspaper [ ], [ ] edition of the Hindi national newspaper [ ] and the regional newspaper [ ], each with wide circulation, at least five (5) Working Days prior to the Bid/ Issue Opening Date. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid-cum-Application Forms available at the websites of the Stock Exchanges. At any given point of time, there shall be only one (1) denomination of Equity Shares. Compliance with the SEBI (ICDR) Regulations Our Company shall comply with all the disclosure and accounting norms as specified by SEBI from time to time. 167

209 Rights of the Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity shareholders shall have the following rights: Right to receive dividends, if declared; Rights to receive Annual Reports & notices to members; Right to attend general meetings and exercise voting rights, unless prohibited by law; Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies Act; Right to receive offers for rights shares and be allotted bonus shares, if announced; Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied; Right of free transferability, subject to applicable laws including any RBI rules and regulations; and Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the terms of the Equity Listing Agreements to be entered into by our Company with the Stock Exchange(s) and the Memorandum of Association and Articles of Association of our Company. For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights, dividend, forfeiture and lien, transfer, transmission and/ or consolidation/ splitting, please refer to section titled "Main Provisions of Articles of Association" beginning on page 221 of this Draft Red Herring Prospectus. Minimum Application Value, Market Lot and Trading Lot Pursuant to Section 29 of the Companies Act, 2013 the Equity Shares shall be allotted only in dematerialised form. As per the SEBI (ICDR) Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, two agreements have been signed amongst our Company, the respective Depositories and the Registrar to the Issue: Agreement dated [ ] amongst NSDL, our Company and the Registrar to the Issue; and Agreement dated [ ] amongst CDSL, our Company and the Registrar to the Issue. Since trading of the Equity Shares is in dematerialised form, the tradable lot is [ ] Equity Share. Allotment in this Issue will be only in electronic form and in multiples of one Equity Share subject to a minimum allotment of [ ] Equity Shares. Minimum Number of Allottees Further in accordance with Regulation 106R of SEBI (ICDR) Regulations, the minimum number of allottees in this Issue shall be fifty (50) shareholders. In case the minimum number of prospective allottees is less than fifty (50), no allotment will be made pursuant to this Issue and all the monies blocked by SCSBs shall be unblocked within six (6) days of closure of Issue. Jurisdiction Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in Mumbai, India. The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, 168

210 except in compliance with the applicable laws of such jurisdiction. Joint Holders Where two or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity Shares as joint-holders with benefits of survivorship. Nomination Facility to Investor In accordance with Section 72 of the Companies Act, 2013 the sole or first applicant, along with other joint applicant, may nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death of all the Applicant, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Registered Office of our Company or to the Registrar and Transfer Agents of our Company. Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the production of such evidence as may be required by the Board, elect either: to register himself or herself as the holder of the Equity Shares; or to make such transfer of the Equity Shares, as the deceased holder could have made. Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety (90) days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a separate nomination with us. Nominations registered with the respective depository participant of the applicant would prevail. If the investor wants to change the nomination, they are requested to inform their respective depository participant. Withdrawal of the Issue Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the Bid/Issue Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-issue advertisements were published, within two (2) Working Days of the Bid/Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. The BRLM through, the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one (1) Working Day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed. Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchange, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. If our Company withdraws the Issue after the Bid/ Issue Closing Date and thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus with Stock Exchange. Bid/ Issue Opening Date Bid / Issue Opening Date On or before [ ] 169

211 Bid / Issue Closing Date Finalisation of Basis of Allotment with the Designated Stock Exchange Initiation of Refunds Credit of Equity Shares to demat accounts of Allottees Commencement of trading of the Equity Shares on the Stock Exchange On or before [ ] On or before [ ] On or before [ ] On or before [ ] On or before [ ] The above timetable is indicative and does not constitute any obligation on our Company, and the BRLM. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken within six (6) Working Days of the Bid/Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid/Issue Period by our Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws. Bids and any revision to the same shall be accepted only between a.m. and 5.00 p.m. (IST) during the Bid/Issue Period. On the Bid/Issue Closing Date, the Bids and any revision to the same shall be accepted between a.m. and 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of Bids received up to the closure of timings and reported by the BRLM to the Stock Exchanges. It is clarified that Bids not uploaded on the electronic system would be rejected. Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday). Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 5.00 p.m. (IST) on the Bid/Issue Closing Date. All times mentioned in this Draft Red Herring Prospectus are Indian Standard Times. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only on Business Days. Neither our Company nor the BRLM is liable for any failure in uploading the Bids due to faults in any software/hardware system or otherwise. Our Company in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. In case of revision of the Price Band, the Bid/Issue Period will be extended for at least three additional Working Days after revision of Price Band subject to the Bid/ Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a press release and also by indicating the changes on the websites of the BRLM and at the terminals of the Syndicate Member. In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the Bid-cum- Application Form, for a particular Bidder, the Registrar to the Issue shall ask for rectified data. Minimum Subscription This Offer is not restricted to any minimum subscription level and is 100% underwritten. As per Section 39 of the Companies Act, 2013, if the stated minimum amount has not be subscribed and the sum payable on application is not received within a period of 30 days from the date of the Red Herring Prospectus, the application money has to be returned within such period as may be prescribed. If our Company does not receive the 100% subscription of the offer through the Offer Document including devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the offer, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after our Company becomes liable to pay the amount, our 170

212 Company and every officer in default will, on and from the expiry of this period, be jointly and severally liable to repay the money, with interest or other penalty as prescribed under the SEBI Regulations, the Companies Act 2013 and applicable law. In accordance with Regulation 106 P (1) of the SEBI (ICDR) Regulations, our offer shall be hundred percent underwritten. Thus, the underwriting obligations shall be for the entire hundred percent of the offer through the Draft Red Herring Prospectus and shall not be restricted to the minimum subscription level. Further, in accordance with Regulation 106( R) of the SEBI (ICDR) Regulations, our Company shall ensure that the number of prospective allottees to whom the Equity Shares will allotted will not be less than 50 (Fifty). Further, in accordance with Regulation 106(Q) of the SEBI (ICDR) Regulations, our Company shall ensure that the minimum application size in terms of number of specified securities shall not be less than Rs.1,00,000/- (Rupees One Lakh) per application. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction Migration to Main Board Our company may migrate to the main board of NSE from NSE EMERGE on a later date subject to the following: a. If the Paid-up Capital of our Company is likely to increase above Rs. 25 crores by virtue of any further issue of capital by way of rights, preferential issue, bonus issue etc (which has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders other than the Promoter in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal and for which the company has obtained in-principal approval from the Main Board), our Company shall have to apply to NSE for listing of its shares on its Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid down by the Main Board. OR b. If the Paid-up Capital of our company is more than Rs. 10 crores but below Rs. 25 crores, our Company may still apply for migration to the Main Board and if the Company fulfils the eligible criteria for listing laid down by the Main Board (NSE) and if the same has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders other than the Promoter in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal. Market Making The shares offered through this issue are proposed to be listed on the EMERGE Platform of NSE (SME Exchange) wherein the BRLM to the issue shall ensure compulsory Market Making through registered Market Maker of the SME Exchange for a minimum period of 3 (three) years from the date of listing of shares issued though this Draft Red Herring Prospectus on the EMERGE Platform of NSE. For further details of the market making arrangement, please refer to section titled "General Information" beginning on page 46 of this Draft Red Herring Prospectus. Arrangements for Disposal of Odd Lots The trading of the Equity Shares will happen in the minimum contract size of [ ] shares in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, However, the Market Maker shall buy the entire shareholding of a shareholder in one (1) lot, where value of such shareholding is less than the minimum contract size allowed for trading on the EMERGE Platform of NSE. As Per the Extant Policy of the Government of India, OCBs Cannot Participate in this Issue 171

213 NRIs, FPIs/FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian company in a public Issue without the prior approval of the RBI, so long as the price of the equity shares to be issued is not less than the price at which the equity shares are issued to residents. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route under the foreign direct investment ("FDI") Policy and the non-resident shareholding is within the sectoral limits under the FDI policy; and (ii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered with SEBI to invest in shares of Indian Companies by way of subscription in an IPO. However, such investments would be subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors. The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the Government of India / RBI while granting such approvals. Option to Receive Securities in Dematerialized Form In accordance with the SEBI (ICDR) Regulations, every company making public offer shall issue and allot securities to successful applicants in dematerialized form only. Applicants shall not have an option of allotment of Equity Shares in physical form. The Equity Shares on Allotment will be traded only on the dematerialized segment of the SME Exchange. Allottees shall have the option to re-materialise the Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act. New Financial Instruments There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium notes, etc. issued by our Company. Application by Eligible NRIs, FIIs Registered with SEBI, VCFs Registered with SEBI and QFIs It is to be understood that there is no reservation for Eligible NRIs or FIIs registered with SEBI or VCFs or QFIs. Such Eligible NRIs, QFIs, FPIs registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation. Restrictions, if any, on Transfer and Transmission of Shares or Debentures and on their Consolidation or Splitting Except for lock-in of the pre-issue Equity Shares and Promoter s minimum contribution as detailed in section titled "Capital Structure" beginning on page 55 of this Draft Red Herring Prospectus, and except as provided in the Articles of Association, there are no restrictions on transfers and transmission of Equity Shares and on their consolidation/ splitting except as provided in the Articles of Association. Please refer to the section titled "Main Provisions of the Articles of Association" beginning on page 221 of this Draft Red Herring Prospectus. Pre-Issue Advertisement Subject to Section 30 of the Companies Act, 2013 our Company shall, after registering the Prospectus with the RoC publish a pre-issue advertisement, in the form prescribed by the SEBI (ICDR) Regulations, in one widely circulated English language national daily newspaper; one widely circulated Hindi language national daily newspaper and one regional newspaper with wide circulation where the Registered Office of our Company is situated. 172

214 The above information is given for the benefit of the Bidders. The Bidders are advised to make their own enquiries about the limits applicable to them. Our Company and the BRLM do not accept any responsibility for the completeness and accuracy of the information stated hereinabove. Our Company and the BRLM are not liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Applied for do not exceed the applicable limits under laws or regulations. 173

215 ISSUE STRUCTURE This Issue is being made in terms of Regulation 106(M)(2) of Chapter XB of SEBI (ICDR) Regulations whereby, an issuer whose post-issue face value capital exceeds ten crore rupees, but does not exceed twenty five crore rupees. The Company shall issue specified securities to the public and propose to list the same on the Small and Medium Enterprise Exchange ("SME Exchange", in this case being the EMERGE Platform of NSE). For further details regarding the salient features and terms of such an Issue, please refer to section titled "Terms of Issue"; and "Issue Procedure" beginning on page 167; and 179 respectively of this Draft Red Herring Prospectus. Following is the Offer structure: Initial Public Offer of up to 30,90,000 Equity Shares of face value of Rs. 10/- each fully paid for cash at price of Rs. [ ] (including a premium of Rs. [ ]) aggregating up to Rs. [ ] of which 1,54,800 Equity Shares of face value of Rs. 10/- each will be reserved for subscription by Market Maker to the Issue ( the Market Maker Reservation Portion ). The issue less the Market Maker Reservation i.e. Net Issue of 29,35,200 Equity Shares of face value of Rs. 10 each is hereinafter referred to as the Net Issue. The Issue and Net Issue will constitute 30.01% and 28.50% respectively of the Post Issue Paid-up Capital of the Company. The Issue is being made through the Book Building Process. Particulars Market Maker QIBs Number of Equity Shares available for allocation/ Allotment (*) Percentage of Issue Size available for allocation/ Allotment Basis of allocation/ Allotment if respective category is oversubscribed (*) 1,54,800 Equity Shares Upto 5.01% of the Issue Size. Firm Allotment Proportionate Minimum Bid [ ] Equity Shares 14,66,400 Equity Shares or Net Issue less allocation to Non Institutional Bidders and Retail Individual Bidders % of the Net Issue shall be available for allocation to QIBs. However, upto 5% of the Net QIB Portion shall be available for allocation proportionately to Mutual Funds only. Proportionate as follows: a) [ ] Equity Shares constituting 5% of the Net QIB Portion, shall be available for allocation on a proportionate basis to Mutual Funds; (b) [ ] Equity Shares shall be allotted on a proportionate basis to all QIBs, including Mutual Funds receiving allocation as per (a) above. Such number of Equity Shares and in multiples Non Institutional Bidders Not less than 441,600 Equity Shares available for allocation or Net Issue less allocation to QIB Bidders and Retail Individual Bidders. Not less than 15% of the Net Issue. Proportionate Such number of Equity Shares that the Retail Individual Bidders Not less than 10,27,200 Equity Shares available for allocation or Net Issue less allocation to QIB Bidders and Non Institutional Bidders. Not less than 35% of the Net Issue On a proportionate basis subject to Minimum Lot as explained in the section titled Issue Procedure Part B General Information Document for Investing in Public Issue Allotment Procedure and Basis of Allotment on page 192. [ ] Equity Shares in multiples of [ ] 174

216 Maximum Bid [ ] Equity Shares Mode of Allotment Compulsorily Dematerialized mode of [ ] Equity Shares thereafter after such that the Bid Amount exceeds Rs.2,00,000. Such number of Equity Shares not exceeding the size of the Net Issue, subject to the regulations as applicable to the Bidder. Compulsorily Dematerialized mode Bid Lot [ ] equity shares [ ] Equity Shares and in multiples thereof. Bid Amount exceeds Rs.2,00,000 and in multiples of [ ] Equity Shares thereafter. Such number of Equity Shares not exceeding the size of the Net Issue, subject to the regulations as applicable to the Bidder. Compulsorily Dematerialized mode [ ] Equity Shares and in multiples thereof Equity thereafter. Shares Such number of Equity Shares in multiples of [ ] Equity Shares so that the Bid amount does not exceed Rs.2,00,000. Compulsorily Dematerialized mode [ ] Equity Shares and in multiples thereof Trading Lot [ ] equity shares [ ] equity shares [ ] equity shares [ ] equity shares Who can apply(**) Market Maker Mutual Funds, Venture Capital Fund, FVCI, FPIs (other than Category III FPIs), Public financial institutions, as specified in Section 2(72) of the Companies Act, 2013, scheduled commercial banks, mutual funds registered with SEBI, multilateral and bilateral development financial institutions, FPIs other than Category III Foreign Portfolio Investors, FVCIs, VCFs, AIFs, state industrial development corporation, insurance companies registered with the IRDA, provident funds (subject to applicable law) with minimum corpus of Rs. 250 million, pension fund with minimum corpus of Rs. 250 million, in accordance with applicable law and National Investment Fund set up by the Government of India, insurance funds set up Companies, Corporate Bodies, Scientific Institutions, Societies, Trusts, Resident Indian individuals, HUF (in the name of Karta), Eligible NRIs and subaccounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals, eligible QFIs and Category III FPIs Resident Indian individuals, (including HUFs in the name of the Karta) and Eligible NRIs. 175

217 and managed by army, navy or air force of the Union of India and insurance funds set-up and managed by the Department of Posts, India and systematically important NBFCs. Mode of Bidding Only through the Only through the Only through the Only through the ASBA process ASBA process ASBA process ASBA process Terms of payment The entire Bid The entire Bid Amount The entire Bid The entire Bid Amount shall be shall be blocked at the Amount shall be Amount shall be blocked at the time of submission of blocked at the time of blocked at the time time of Bid cum Application submission of Bid of submission of Bid submission of Form to the members cum Application cum Application Bid cum of the Syndicate, Form to the members Form to the members Application except for Anchor of the Syndicate. In of the Syndicate. In Form to the Investors. In case of case of ASBA case of ASBA members of the ASBA Bidders, the Bidders, the SCSB Bidders, the SCSB Syndicate. In SCSB shall be shall be authorised to shall be authorised to case of ASBA authorised to block the block the Bid block the Bid Bidders, the Bid Amount mentioned Amount mentioned in Amount mentioned SCSB shall be in the Bid cum the Bid cum in the Bid cum authorised to Application Form. Application Form. Application Form block the Bid Amount mentioned in the Bid cum Application Form Under-subscription, if any, in any category, other than the QIB category, would be allowed to be met with spill over from the other categories, at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange. Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Issue to the public. In case of joint Bids, the Bid-cum-Application Form should contain only the name of the first Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid-cum-Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Withdrawal of the Issue Our Company in consultation with the BRLM, reserve the right not to proceed with the Issue at any time after the Bid/ Issue Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-issue advertisements were published, within two (2) days of the Bid/ Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. The BRLM, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one (1) day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed. If our Company withdraw the Issue after the Bid/ Issue Closing Date and thereafter determine that they will proceed with the Issue, our Company shall file a fresh Draft Red Herring Prospectus with the Stock Exchange. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the 176

218 Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. Bid/ Issue Programme An indicative timetable in respect of the Issue is set out below: Event Bid/ Issue Opening Date Bid/ Issue Closing Date Finalisation of Basis of Allotment with the Designated Stock Exchange Initiation of refunds Credit of Equity Shares to demat accounts of Allottees Commencement of trading of the Equity Shares on the Stock Exchanges Indicative Date(1) On or before [ ] On or before [ ] On or before [ ] On or before [ ] On or before [ ] On or before [ ] The above timetable is indicative and does not constitute any obligation on our Company or the BRLM. While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within 6 (six) Working Days of the Bid/Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid/Issue Period by our Company in consultation with the BRLM, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws. Except in relation to the Bids received from Anchor Investors, Bids and any revision in Bids shall be accepted only between a.m. and 5.00 p.m. (Indian Standard Time, IST ) during the Bid/ Issue Period (except the Bid/Issue Closing Date) as mentioned above at the Bidding Centres and the Designated Branches mentioned on the Bid cum Application Form or by members of the Syndicate at the Specified Locations or by the Registered Brokers at the Broker Centre except that: (i) in case of Bids by QIBs under the Net QIB Portion, the Bids and the revisions in Bids shall be accepted only between a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 4.00 p.m. on the QIB Bid Closing Date; (ii) in case of Bids by Non-Institutional Bidders, the Bids and the revisions in Bids shall be accepted only between a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 4.00 p.m. on the Bid Closing Date; and (iii) in case of Bids by Retail Individual Bidders and bids by Eligible Employee, the Bids and the revisions in Bids shall be accepted only between a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. on the Bid Closing Date, which may be extended upto such time as deemed fit by the Stock Exchanges after taking into account the total number of applications received upto the closure of timings and reported by book running lead managers to the Stock Exchanges. It is clarified that the Bids not uploaded on the online IPO system would be rejected. Due to limitation of time available for uploading Bids on the Bid/ Issue Closing Date, Bidders are advised to submit their Bids one day prior to the Bid/ Issue Closing Date and no later than 1.00 p.m. (IST) on the Bid/ Issue Closing Date. Bidders are cautioned that in the event a large number of Bids are received on Bid/ Issue Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only on Working Days). Investors please note that as per letter no. List/smd/sm/2006 dated July 3, 2006 and letter no. NSE/IPO/ dated July 6, 2006 issued by BSE and NSE respectively, bids and any revision in Bids shall not be accepted on Saturdays and holidays as declared by the Stock Exchanges. Bids directly submitted to SCSBs by ASBA Bidders shall be uploaded by the SCSBs in the electronic system to be provided by the Stock Exchanges. Our Company or any member of the Syndicate is not liable for any failure in uploading the Bids due to faults in any software /hardware system or otherwise. Our Company, in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/Issue Period, in accordance with the SEBI Regulations. In such an event, the Cap Price shall not be more than 120% of the Floor Price. Subject to compliance with the immediately preceding sentence, the Floor Price can move up or down 177

219 to the extent of 20% of the Floor Price, as advertised at least five Working Days before the Bid/Issue Opening Date. In case of revision in the Price Band, the Bid/Issue Period shall be extended for at least 3 (three) additional Working Days after such revision, subject to the Bid/Issue Period not exceeding 10 (ten) Working Days. Any revision in Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the SCSBs and the Stock Exchanges, by issuing a press release and also by indicating the change on the websites of the BRLM and the terminals of the other members of the Syndicates. 178

220 ISSUE PROCEDURE All Bidders should review the General Information Document for investing in public issues prepared and issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI (the "General Information Document") included below under "Issue Procedure- Part B General Information Document", which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and the SEBI (ICDR) Regulations. The General Information Document has been updated to include reference to the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 and certain notified provisions of the Companies Act, 2013, and the amendments to the SEBI (ICDR) Regulations to the extent applicable to a public issue. The General Information Document is also available on the websites of the Stock Exchanges and the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to the Issue. Pursuant to the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, certain changes would be applicable to the issue procedure for initial public offerings, including making the ASBA process mandatory for all investors (except for Anchor Investors) and allowing registrar, share transfer agents, depository participants and stock brokers to accept application forms. These changes are applicable for public issues which open on or after January 1, In the event that the Bid/ Issue Opening Date for this Issue is on or after January 1, 2016, we will have to make appropriate changes to the "Issue Procedure" section and other sections of this Draft Red Herring Prospectus, prior to filing of the Red Herring Prospectus with the RoC. Our Company and the BRLMS do not accept any responsibility for the completeness and accuracy of the information stated in this section, and are not liable for any amendment, modification or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in this Draft Red Herring Prospectus. Book Building Process PART A The Issue is being made through the Book Building Process wherein 49.96% of the Issue shall be available for allocation to Qualified Institutional Buyers on a proportionate basis. Out of the QIB Portion 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for Allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. Further, not less than 15% of the Net Issue would be available for allocation to Non-Institutional Bidders and not less than 35% of the Net Issue would be available for allocation to Retail Individual Bidders on a proportionate basis, subject to valid bids being received from them at or above the Issue Price. Subject to the valid Bids being received at or above the Issue Price, allocation to all categories in the Net Issue, shall be made on a proportionate basis, except for the Retail Portion where Allotment to each Retail Individual Bidders shall not be less than the minimum Bid lot, subject to availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. Under subscription, if any, in any category, would be allowed to be met with spill-over from any other category or a combination of categories at the discretion of our Company in consultation with the BRLMS and the Stock Exchange. In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not allowed to withdraw or lower the size of their Bids (both in terms of number of Equity Shares Bid for and Bid Amount) at any stage. Further, allocation to QIBs in the Net QIB Portion will be on a proportionate basis. Investors should note that according to section 29(1) of the Companies Act, 2013, allotment of Equity Shares to all successful Bidders will only be in the dematerialised form. The Bid-cum-Application Forms which do not have the details of the Bidder s depository account including DP ID, PAN and Beneficiary Account Number shall be treated as incomplete and rejected. In case DP ID, Client ID and PAN mentioned in the Bid-cum-Application Form and 179

221 entered into the electronic system of the stock exchanges, do not match with the DP ID, Client ID and PAN available in the depository database, the bid is liable to be rejected. Bidders will not have the option of getting allotment of the Equity Shares in physical form. The Equity Shares on allotment shall be traded only in the dematerialised segment of the Stock Exchanges. Bid-Cum-Application Form Copies of the Bid-cum-Application Form and the abridged prospectus will be available at the offices of the BRLM, the Designated Intermediaries at Bidding Centers, and Registered Office of our Company. An electronic copy of the Bid-cum-Application Form will also be available for download on the websites of the NSE ( the SCSBs, the Registered Brokers, the RTAs and the CDPs at least one (1) Working Day prior to the Bid/Issue Opening Date. All Bidders shall mandatorily participate in the Issue only through the ASBA process. ASBA Bidders must provide bank account details and authorisation to block funds in the relevant space provided in the Bid-cum-Application Form and the Bid-cum-Application Forms that do not contain such details are liable to be rejected. ASBA Bidders shall ensure that the Bids are made on Bid-cum-Application Forms bearing the stamp of the Designated Intermediary, submitted at the Collection Centres only (except in case of electronic Bid-cum- Application Forms) and the Bid-cum-Application Forms not bearing such specified stamp are liable to be rejected. The prescribed colour of the Bid-cum-Application Form for various categories is as follows: Category Resident Indians and Eligible NRIs applying on a non-repatriation basis Eligible NRIs, FVCIs, FIIs, their Sub-Accounts (other than Sub-Accounts which are foreign corporates or foreign individuals bidding under the QIB Portion), applying on a repatriation basis (ASBA) *excluding electronic Bid-cum-Application Form Colour of Bid-cum-Application Form* White Blue Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid-cum-Application Forms to respective SCSBs where the Bidder has a bank account and shall not submit it to any non-scsb Bank. Who can Bid? In addition to the category of Bidders set forth under General Information Document for Investing in Public Issues Category of Investors Eligible to participate in an Issue, the following persons are also eligible to invest in the Equity Shares under all applicable laws, regulations and guidelines, including: FPIs other than Category III foreign portfolio investor; Category III foreign portfolio investors, which are foreign corporate or foreign individuals only under the Non- Institutional Investors (NIIs) category; Scientific and/ or industrial research organisations authorised in India to invest in the Equity Shares; and Any other person eligible to Bid in the Issue under applicable laws. Maximum and Minimum Application Size a. For Retail Individual Bidders: The Bid must be for a minimum of [ ] Equity Shares and in multiples of [ ] Equity Shares thereafter, so as to ensure that the Bid Amount payable by the Bidder does not exceed Rs.2,00,000. In case of revision of Bid, the Retail Individual Bidders have to ensure that the Bid Amount does not exceed Rs.2,00,000. b. For Other Bidders (Non-Institutional Bidders and QIBs): 180

222 The Bid-cum-Application must be for a minimum of such number of Equity Shares such that the Bid Amount exceeds Rs.2,00,000 and in multiples of [ ] Equity Shares thereafter. A Bid cannot be submitted for more than the Issue Size. However, the maximum Bid by a QIB investor should not exceed the investment limits prescribed for them by applicable laws. A QIB and a Non-Institutional Bidder cannot withdraw or lower the size of their Bid at any stage and are required to pay the entire Bid Amount upon submission of the Bid. The identity of QIBs applying in the Net Issue shall not be made public during the Issue Period. In case of revision in Bid, the Non- Institutional Bidders, who are individuals, have to ensure that the Bid Amount is greater than Rs.2,00,000 for being considered for allocation in the Non-Institutional Portion. Bidders are advised to ensure that any single Bid-cum-Application from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red Herring Prospectus. Information for the Bidders a. Our Company shall file the Red Herring Prospectus with the RoC at least three working days before the Bid/ Issue Opening Date. b. Our Company shall, after registering the Red Herring Prospectus with the RoC, make a pre- issue advertisement, in the form prescribed under the ICDR Regulations, in English and Hindi national newspapers and one regional newspaper with wide circulation. In the pre- issue advertisement, our Company and the BRLMS shall advertise the Bid/ Issue Opening Date, the Bid/ Issue Closing Date. This advertisement, subject to the provisions of the Companies Act, shall be in the format prescribed in Part A of Schedule XIII of the SEBI (ICDR) Regulations. c. The price band as decided by our Company in consultation with the BRLMS is Rs.[ ] per Equity Share. The Floor Price of Equity Shares is Rs.[ ] per Equity Share and the Cap Price of Equity Shares is Rs.[ ] per Equity Share and the minimum Bid Lot is of [ ] Equity Shares. d. Our Company shall also announce the Price Band atleast five (5) Working Days before the Bid/Issue Opening Date in English and Hindi National newspapers and one Regional newspaper with wide circulation. This announcement shall contain relevant financial ratios computed for both upper and lower end of the Price Band. Further, this announcement shall be disclosed on the websites of the Stock Exchanges where the Equity Shares are proposed to be listed and shall also be pre-filled in the application forms available on the websites of the stock exchanges. e. The Issue Period shall be for a minimum of three (3) Working Days. In case the Price Band is revised, the Issue Period shall be extended, by an additional three Working Days, subject to the total Issue Period not exceeding ten (10) Working Days. The revised Price Band and Issue Period will be widely disseminated by notification to the SCSBs and Stock Exchanges, and by publishing in English and Hindi national newspapers and one regional newspaper with wide circulation and also by indicating the change on the websites of the BRLMS and at the terminals of the members of the Syndicate. f. The BRLMS shall dispatch the Red Herring Prospectus and other Issue material including Bid-cum-Application Form, to the Designated Stock Exchange, members of the Syndicate, Bankers to the Issue, investors associations and SCSBs in advance. g. The Bidders should note that in case the PAN, the DP ID and Client ID mentioned in the Bid-cum-Application Form and entered into the electronic bidding system of the Stock Exchanges does not match with the PAN, DP ID and Client ID available in the database of Depositories, the Bid-cum-Application Form is liable to be rejected. Option to subscribe in the Issue a. As per Section 29(1) of the Companies Act, 2013 allotment of Equity Shares shall be in dematerialised form only. b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only. c. A single Bid-cum-Application from any investor shall not exceed the investment limit / minimum number of specified securities that can be held by him/her/it under the relevant regulations / statutory guidelines and applicable law. 181

223 Availability of Red Herring Prospectus and Bid-Cum-Application Form Copies of the Bid-cum-Application Form and the abridged prospectus will be available at the offices of the BRLMS, the Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic copy of the Bid-cum-Application Form will also be available for download on the websites of SCSBs (via Internet Banking) and NSE ( at least one (1) day prior to the Bid/Issue Opening Date. Participation by Associated/ Affiliates of BRLMS and Syndicate Members The BRLMS and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any manner except towards fulfilling their underwriting obligations. However, associates and affiliates of the BRLMS and the Syndicate Members, if any, may subscribe to Equity Shares in the Issue, either in the QIB Portion and Non- Institutional Portion as may be applicable to such Bidders, where the allotment is on a proportionate basis and such subscription may be on their own account or on behalf of their clients. Bids by Eligible NRI S NRIs may obtain copies of Bid-cum-Application Form from the offices of the BRLMS and the Designated Intermediaries. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorize their SCSB to block their Non-Resident External ("NRE") accounts, or Foreign Currency Non-Resident ("FCNR") ASBA Accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorize their SCSB to block their Non-Resident Ordinary ("NRO") accounts for the full Bid Amount, at the time of the submission of the Bid-cum-Application Form. Eligible NRIs bidding on non-repatriation basis are advised to use the Bid-cum-Application Form for residents (white in colour). Eligible NRIs bidding on a repatriation basis are advised to use the Bid-cum-Application Form meant for Non-Residents (blue in colour). Bids by FPI including FIIS In terms of the SEBI FPI Regulations, any qualified foreign investor or FII who holds a valid certificate of registration from SEBI shall be deemed to be an FPI until the expiry of the block of three years for which fees have been paid as per the SEBI FII Regulations. An FII or a sub-account may participate in this Issue, in accordance with Schedule 2 of the FEMA Regulations, until the expiry of its registration with SEBI as an FII or a sub-account. An FII shall not be eligible to invest as an FII after registering as an FPI under the SEBI FPI Regulations. In case of Bids made by FPIs, a certified copy of the certificate of registration issued by the designated depository participant under the FPI Regulations is required to be attached to the Bid-cum-Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason. An FII or subaccount may, subject to payment of conversion fees under the SEBI FPI Regulations, participate in the Issue, until the expiry of its registration as a FII or sub-account, or until it obtains a certificate of registration as FPI, whichever is earlier. Further, in case of Bids made by SEBI registered FIIs or sub-accounts, which are not registered as FPIs, a certified copy of the certificate of registration as an FII issued by SEBI is required to be attached to the Bid-cum-Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason. In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group(which means the same set of ultimate beneficial owner(s) investing through multiple entities) must be below 10.00% of our post- Issue Equity Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10.00% of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our Company. The aggregate limit of 24% may be increased up to the sectorial cap by way of a resolution passed by the Board of Directors followed by a special resolution passed by the Shareholders of our Company and subject to prior intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included. The existing individual and aggregate investment limits an 182

224 FII or sub account in our Company is 10.00% and 24% of the total paid-up Equity Share capital of our Company, respectively. FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the Government from time to time. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio and unregulated broad based funds, which are classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately regulated, may issue or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by an FPI against securities held by it that are listed or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with know your client norms. An FPI is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority. FPIs who wish to participate in the Issue are advised to use the Bid-cum-Application Form for Non-Residents (blue in colour). Bids by SEBI registered VCFs, AIFs and FVCIs The SEBI VCF Regulations and the SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on the VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among others, the investment restrictions on AIFs. Accordingly, the holding by any individual VCF registered with SEBI in one venture capital undertaking should not exceed 25% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of subscription to an initial public offering. The category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF cannot invest more than 10% of the corpus in one investee company. A venture capital fund registered as a category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF Regulations until an existing fund or scheme managed by the fund is wound up and such funds shall not launch any new scheme after notification of the SEBI AIF Regulations. All FIIs and FVCIs should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of Bank charges and commission. Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other categories for the purpose of allocation Bids by Mutual Funds As per the current regulations, the following restrictions are applicable for investments by mutual funds: No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments of any Company provided that the limit of 10% shall not be applicable for investments in index funds or 183

225 sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any Company s paid up share capital carrying voting rights. With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid-cum- Application in whole or in part, in either case, without assigning any reason thereof. In case of a Mutual Fund, a separate Bid-cum-Application can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bid in respect of more than one scheme of the Mutual Fund will not be treated as multiple bids provided that the Bids clearly indicate the scheme concerned for which the Bids has been made. The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the names of the concerned schemes for which the bids are made. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid-cum-Application Form. Failing this, our Company reserves the right to reject any Bid by a limited liability partnership without assigning any reason thereof. Limited liability partnerships can participate in the Issue only through the ASBA process. Bids by insurance companies In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration issued by IRDA must be attached to the Bid-cum-Application Form. Failing this, our Company reserves the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as amended, are broadly set forth below: a) equity shares of a company: the lower of 10% of the outstanding Equity Shares (face value) or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer; b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging to the group, whichever is lower; and c) the industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower. The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under points (a), (b) and (c) above, as the case may be. Insurance companies participating in this Issue, shall comply with all applicable regulations, guidelines and circulars issued by IRDA from time to time. Bids under Power of Attorney In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, FIIs, Mutual Funds, FPIs, insurance companies and provident funds with a minimum corpus of Rs lakhs and pension funds with a minimum corpus of Rs lakhs (in each case, subject to applicable law and in accordance with their respective constitutional documents), a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/ or bye laws, as applicable must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reasons thereof. 184

226 Bids by provident funds/ pension funds In case of Bids made by provident funds/ pension funds, subject to applicable laws, with minimum corpus of Rs. 25 crore, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be attached to the Bid-cum-Application Form. Failing this, our Company reserves the right to reject any Bid, without assigning any reason thereof. Bids by banking companies In case of Bids made by banking companies registered with the RBI, certified copies of: (i) the certificate of registration issued by the RBI, and (ii) the approval of such banking company s investment committee are required to be attached to the Bid-cum-Application Form, failing which our Company reserves the right to reject any Bid by a banking company, without assigning any reason therefor. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as amended (the "Banking Regulation Act"), and the Master Circular dated July 1, 2015 Para-banking Activities, is 10% of the paid-up share capital of the investee company or 10% of the banks own paid-up share capital and reserves, whichever is less. Further, the investment in a non-financial services company by a banking company together with its subsidiaries, associates, joint ventures, entities directly or indirectly controlled by the bank and mutual funds managed by asset management companies controlled by the banking company cannot exceed 20% of the investee company s paid-up share capital. A banking company may hold up to 30% of the paid-up share capital of the investee company with the prior approval of the RBI provided that the investee company is engaged in non-financial activities in which banking companies are permitted to engage under the Banking Regulation Act. Bids by SCSBs SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated September 13, 2012 and January 2, Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for ASBA applications. The above information is given for the benefit of the Bidders. Our Company, the BRLM and the Syndicate Members are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of the Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and Bidders are advised to ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in the Draft Red Herring Prospectus. Issuance of a Confirmation Note ("CAN") and Allotment in the Issue 1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the Issue shall send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue. 2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Issue. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder. Terms of Payment The entire Issue price of Rs.[ ] per share is payable on Bid-cum-Application. In case of allotment of lesser number of Equity Shares than the number applied, the Registrar to the issue shall instruct the SCSBs to unblock the excess amount blocked. 185

227 SCSBs will transfer the amount as per the instruction received by the Registrar to the Public Issue Bank Account, post finalisation of basis of Allotment. The balance amount after transfer to the Public Issue Account shall be unblocked by the SCSBs. The Bidders should note that the arrangement with Bankers to the issue or the Registrar is not prescribed by SEBI and has been established as an arrangement between our Company, the Bankers to the Issue and the Registrar to the Issue to facilitate collections from the Bidders. Payment mechanism for Bidders The Bidders shall specify the bank account number in the Bid-cum-Application Form and the SCSBs shall block an amount equivalent to the Bid-cum-Application Amount in the bank account specified in the Bid-cum-Application Form. The SCSB shall keep the Bid Amount in the relevant bank account blocked until withdrawal/ rejection of the Bid-cum-Application or receipt of instructions from the Registrar to unblock the Bid Amount. However, Non-Retail Bidders shall neither withdraw nor lower the size of their Bid-cum-Applications at any stage. In the event of withdrawal or rejection of the Bid-cum-Application Form or for unsuccessful Bid-cum-Application Forms, the Registrar to the Issue shall give instructions to the SCSBs to unblock the bid money in the relevant bank account within one day of receipt of such instruction. The Bid Amount shall remain blocked in the ASBA Account until finalisation of the Basis of Allotment in the Issue and consequent transfer of the Bid Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the Bid-cum-Application by the ASBA Bidders, as the case may be. Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all Investors are applying in this Issue shall mandatorily make use of ASBA facility. Signing of Underwriting Agreement and Filing of Prospectus with RoC a. Our Company has entered into an Underwriting agreement dated February 21, b. A copy of the Red Herring Prospectus and Prospectus will be filed with the RoC in terms of Section 32 of Companies Act, 2013 and section 26 of the Companies Act, Pre-Issue Advertisement Subject to Section 30 of the Companies Act, 2013, our Company shall, after registering the Red Herring Prospectus with the RoC, publish a pre-issue advertisement, in the form prescribed by the SEBI Regulations, in one widely circulated English language national daily newspaper; one widely circulated Hindi language national daily newspaper and one regional newspaper with wide circulation. In the pre-issue advertisement, we shall state the Bid Opening Date and the Bid Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule XIII of the SEBI Regulations. Advertisement Regarding Issue Price and Prospectus Our Company will issue a statutory advertisement after the filing of the Prospectus with the RoC. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the final derived Issue Price. Any material updates between the date of the Red Herring Prospectus and the date of Prospectus will be included in such statutory advertisement. Issuance of Allotment Advice 1. Upon approval of the Basis of Allotment by the Designated Stock Exchange. 2. The BRLM or the Registrar to the Issue will dispatch an Allotment Advice to their bidders who have been allocated Equity Shares in the Issue. 186

228 The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract for the Allotment to such Bid. General Instructions Do s: 1. Check if you are eligible to apply as per the terms of the Draft Red Herring Prospectusand under applicable law, rules, regulations, guidelines and approvals; 2. Ensure that you have Bid within the Price Band; 3. Read all the instructions carefully and complete the Bid-cum-Application Form in the prescribed form; 4. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository account is active, as Allotment of the Equity Shares will be in the dematerialised form only; 5. Ensure that your Bid-cum-Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre; 6. If the first bidder is not the account holder, ensure that the Bid-cum-Application Form is signed by the account holder. Ensure that you have mentioned the correct bank account number in the Bid-cum-Application Form; 7. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid-cum-Application Forms; 8. Ensure that the name(s) given in the Bid-cum-Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid-cum- Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names; 9. Ensure that you request for and receive a stamped acknowledgement of the Bid-cum-Application Form for all your Bid options; 10. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before submitting the Bid-cum-Application Form under the ASBA process to the respective member of the Syndicate (in the Specified Locations), the SCSBs, the Registered Broker (at the Broker Centres), the RTA (at the Designated RTA Locations) or CDP (at the Designated CDP Locations); 11. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; 12. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in active status ; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other bids in which PAN is not mentioned will be rejected; 13. Ensure that the Demographic Details are updated, true and correct in all respects; 14. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal; 15. Ensure that the category and the investor status is indicated; 16. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant documents are submitted; 17. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian laws; 18. Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid-cum-Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database, then such Bids are liable to be rejected. Where the Bid-cum-Application Form is 187

229 submitted in joint names, ensure that the beneficiary account is also held in the same joint names and such names are in the same sequence in which they appear in the Bid-cum-Application Form; 19. Ensure that the Bid-cum-Application Forms are delivered by the Bidders within the time prescribed as per the Bid-cum-Application Form and the Red Herring Prospectus; 20. Ensure that you have mentioned the correct ASBA Account number in the Bid-cum-Application Form; 21. Ensure that you have correctly signed the authorization /undertaking box in the Bid-cum-Application Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid-cum-Application Form at the time of submission of the Bid; 22. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your Bid-cum-Application Form; and 23. The Bid-cum-Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Don ts: 1. Do not Bid for lower than the minimum Bid size; 2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price; 3. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest; 4. Do not send Bid-cum-Application Forms by post; instead submit the same to the Designated Intermediary only; 5. Do not submit the Bid-cum-Application Forms to any non-scsb bank or our Company; 6. Do not Bid on a Bid-cum-Application Form that does not have the stamp of the relevant Designated Intermediary; 7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); 8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process; 9. Do not Bid for a Bid Amount exceeding Rs. 200,000 (for Bids by Retail Individual Bidders); 10. Do not fill up the Bid-cum-Application Form such that the Equity Shares Bid for exceeds the Issue size and / or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations or under the terms of the Draft Red Herring Prospectus; 11. Do not submit the General Index Register number instead of the PAN; 12. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are blocked in the relevant ASBA Account; 13. Do not submit Bids on plain paper or on incomplete or illegible Bid-cum-Application Forms or on Bid-cum- Application Forms in a colour prescribed for another category of Bidder; 14. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant constitutional documents or otherwise; 15. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid depository accounts as per Demographic Details provided by the depository); 16. Do not submit more than five Bid-cum-Application Forms per ASBA Account; 17. The Bid-cum-Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Instructions For Completing The Bid Cum Application Form In addition to the instructions for completing the Bid cum Application Form provided in the sub-section titled Part B General Information Document for Investing in Public Offer Applying in the Offer Instructions for filing the Bid cum Application Form/Application Form on page 192, Bidders are requested to note the additional instructions provided below. 1. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under 188

230 official seal. Bids must be in single name or in joint names (not more than three, and in the same order as their Depository Participant details). 2. Bids through ASBA must be made in single name or in joint names (not more than three, and in the same order as their details appear with the Depository Participant), and completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained in the Red Herring Prospectus and in the Bid cum Application Form. 3. Bids on a repatriation basis shall be in the names of individuals, or in the name of Eligible NRIs, FIIs, FPIs, QFIs, but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Bids by Eligible NRIs and QFIs for a Bid Amount of upto Rs. 200,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount of more than Rs. 200,000 would be considered under Non- Institutional Portion for the purposes of allocation. Bids at Different Price Levels and Revision of Bids a. Our Company in consultation with the BRLMS, and without the prior approval of, or intimation, to the Bidders, reserves the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the floor price disclosed. If the revised price band decided, falls within two different price bands than the minimum application lot size shall be decided based on the price band in which the higher price falls into. b. Our Company in consultation with the BRLMS, will finalize the Issue Price within the Price Band, without the prior approval of, or intimation, to the Bidders c. The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares at a specific price. Retail Individual Bidders may Bid at the Cut-off Price. However, bidding at Cut-off Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non- Institutional Bidders shall be rejected. d. Retail Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders shall submit the Bid-cum-Application Form along with a cheque/demand draft for the Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding Non-Institutional Bidders and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block an amount based on the Cap Price. Communications All future communications in connection with Bids made in this Issue should be addressed to the Registrar quoting the full name of the sole or First Bidder, Bid-cum-Application Form number, Bidders Depository Account Details, number of Equity Shares applied for, date of Bid-cum-Application Form, name and address of the Application Collecting Intermediary, where the Bid was submitted thereof and a copy of the acknowledgement slip. Bidders can contact the Compliance Officer or the Registrar in case of any pre-issue or post-issue related problems such as non-receipt of letters of Allotment, credit of allotted shares in the respective beneficiary accounts, etc. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act 2013, which is reproduced below: "Any person who (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities, or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or 189

231 (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447." The liability prescribed under Section 447 of the Companies Act 2013 includes imprisonment for a term of not less than six (6) months extending up to ten (10) years (provided that where the fraud involves public interest, such term shall not be less than three (3) years) and fine of an amount not less than the amount involved in the fraud, extending up to three (3) times of such amount. Undertakings by the Company Our Company undertake as follows: 1. That the complaints received in respect of the Issue shall be attended expeditiously and satisfactorily; 2. That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading at EMERGE Platform of NSE where the Equity Shares are proposed to be listed within six working days from Issue Closure date. 3. That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by registered post or speed post shall be made available to the Registrar and Share Transfer Agent to the Issue by our Company; 4. That our Promoter s contribution in full has already been brought in; 5. That no further issue of Equity Shares shall be made till the Equity Shares issued through the Prospectus are listed or until the Application monies are refunded on account of non-listing, under-subscription etc.; and 6. That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while finalizing the Basis of Allotment. 7. If our Company does not proceed with the Issue after the Bid/Issue Opening Date but before allotment, then the reason thereof shall be given as a public notice to be issued by our Company within two days of the Bid/Issue Closing Date. The public notice shall be issued in the same newspapers where the Pre-Issue advertisements were published. The stock exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly; 8. If our Company withdraw the Issue after the Bid/Issue Closing Date, our Company shall be required to file a fresh Draft Red Herring Prospectus with the RoC/SEBI, in the event our Company subsequently decides to proceed with the Issue; 9. Allotment is not made within the prescribed time period under applicable law, the entire subscription amount received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI Regulations and applicable law for the delayed period. Utilization of the Issue Proceeds The Board of Directors of our Company certifies that: 1. all monies received out of the issue shall be transferred to a separate Bank Account other than the bank account referred to in Sub-Section (3) of Section 40 of the Companies Act, 2013; 2. details of all monies utilized out of the issue referred above shall be disclosed and continue to be disclosed till the time any part of the Issue Proceeds remains unutilised, under an appropriate separate head in the balance sheet of our Company indicating the purpose for which such monies have been utilized; 3. details of all unutilized monies out of the issue, if any, shall be disclosed under an appropriate separate head in the balance sheet of our Company indicating the form in which such unutilized monies have been invested; and 4. Our Company shall comply with the requirements of the SEBI Listing Regulations in relation to the disclosure and monitoring of the utilisation of the proceeds of the Issue. 5. Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received. 6. The BRLM undertakes that the complaints or comments received in respect of the Issue shall be attended by our Company expeditiously and satisfactory. 190

232 Equity Shares in Dematerialised Form with NSDL or CDSL To enable all shareholders of our Company to have their shareholding in electronic form, our Company is in the process of signing the following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent: a. Agreement dated [ ] among NSDL, the Company and the Registrar to the Issue; b. Agreement dated [ ] among CDSL, the Company and the Registrar to the Issue. Our Company s shares bear ISIN No. [ ]. 191

233 PART B GENERAL INFORMATION DOCUMENT FOR INVESTING IN PUBLIC ISSUES This General Information Document highlights the key rules, processes and procedures applicable to public Issues in accordance with the provisions of the Companies Act, 2013 (to the extent notified and in effect), the Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon the notification of the Companies Act, 2013), the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, Bidders should not construe the contents of this General Information Document as legal advice and should consult their own legal counsel and other advisors in relation to the legal matters concerning the Issue. For taking an investment decision, the Bidders should rely on their own examination of the Issue and the Issuer, and should carefully read the Draft Red Herring Prospectus before investing in the Issue. SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID) This document is applicable to the public issues undertaken through the Book-Building process as well as to the Fixed Price Issues. The purpose of the "General Information Document for Investing in Public Issues" is to provide general guidance to potential Bidders/ Applicants in IPOs and FPOs, on the processes and procedures governing IPOs and FPOs, undertaken in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the "SEBI (ICDR) Regulations"). Bidders/ Applicants should note that investment in equity and equity related securities involves risk and Bidder/ Applicant should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. The specific terms relating to securities and/ or for subscribing to securities in an Issue and the relevant information about the Issue undertaking the Issue are set out in the Red Herring Prospectus ("RHP")/ Prospectus filed by the Issue with the Registrar of Companies ("RoC"). Bidders/ Applicants should carefully read the entire RHP/ Prospectus and the Bid-cum-Application Form/ Application Form and the Abridged Prospectus of the Issue in which they are proposing to invest through the Issue. In case of any difference in interpretation or conflict and/or overlap between the disclosure included in this document and the RHP/ Prospectus, the disclosures in the RHP/ Prospectus shall prevail. The RHP/ Prospectus of the Issue is available on the websites of stock exchanges, on the website(s) of the BRLMS to the Issue and on the website of Securities and Exchange Board of India ("SEBI") at For the definitions of capitalized terms and abbreviations used herein Bidders/ Applicants may refer to "Glossary and Abbreviations". SECTION 2: BRIEF INTRODUCTION TO IPOs ON NSE EMERGE (SME PLATFORM) 2.1 Initial public Issue (IPO) An IPO means an Issue of specified securities by an unlisted Issue to the public for subscription and may include an Issue for Sale of specified securities to the public by any existing holder of such securities in an unlisted Issue. For undertaking an IPO, an Issue is inter alia required to comply with the eligibility requirements in terms of either Regulation 26(1) or Regulation 26(2) of the SEBI (ICDR) Regulations. For details of compliance with the eligibility requirements by the Issue Bidders/ Applicants may refer to the RHP/ Prospectus. 2.2 Further public Issue (FPO) An FPO means an Issue of specified securities by a listed Issue to the public for subscription and may include an Issue for Sale of specified securities to the public by any existing holder of such securities in a listed Issue. For undertaking an FPO, the Issue is inter alia required to comply with the eligibility requirements in terms of Regulation 26/ 27 of the SEBI (ICDR) Regulations. For details of compliance with the eligibility requirements by 192

234 the Issue Bidders/ Applicants may refer to the RHP/ Prospectus. The Issuer may also undertake IPO under of chapter XB of the SEBI (ICDR) Regulations, wherein as per, Regulation 106M (1): An issuer whose post- issue face value capital does not exceed ten crore rupees shall issue its specified securities in accordance with provisions of this Chapter. Regulation 106M (2): An issuer, whose post issue face value capital, is more than ten crore rupees and upto twenty five crore rupees, may also issue specified securities in accordance with provisions of this Chapter. The present Issue is being made under Regulation 106M (2) of Chapter XB of SEBI (ICDR) Regulations. 2.3 Other Eligibility Requirements In addition to the eligibility requirements specified in paragraphs 2.1, an issuer proposing to undertake an IPO is required to comply with various other requirements as specified in the SEBI (ICDR) Regulations, the Companies Act, 1956 and the Companies Act, 2013 (the "Companies Act"), The Securities Contracts (Regulation) Rules, 1957 (the "SCRR"), industry-specific regulations, if any, and other applicable laws for the time being in force. Following are the eligibility requirements for making an SME IPO under Regulation 106M (2) of Chapter XB of SEBI (ICDR) Regulation: (a) In accordance with regulation 106(P) of the SEBI (ICDR) Regulations, issue has to be 100% underwritten and the BRLMS has to underwrite at least 15% of the total issue size. (b) In accordance with Regulation 106(R) of the SEBI (ICDR) Regulations, total number of proposed allottees in the issue shall be greater than or equal to fifty, otherwise, the entire application money will be refunded forthwith. If such money is not repaid within eight days from the date the company becomes liable to repay it, than the Company and every officer in default shall, on and from expiry of eight days, be liable to repay such (c) application money, with interest as prescribed under section 40 of the Companies Act, In accordance with Regulation 106(O) the SEBI (ICDR) Regulations, Company is not required to file any Offer Document with SEBI nor has SEBI issue any observations on the Offer Document. The BRLM shall submit the copy of Prospectus along with a Due Diligence Certificate including additional confirmations as required to SEBI at the time of filing the Prospectus with Stock Exchange and the Registrar of Companies. (d) In accordance with Regulation 106(V) of the SEBI (ICDR) Regulations, the BRLMS has to ensure compulsory market making for a minimum period of three years from the date of listing of Equity Shares offered in the issue. (e) The company should have track record of atleast 3 years (f) The company should have positive cash accruals (earnings before depreciation and tax) from operations for atleast 2 financial years preceding the application and its net-worth should be positive (g) The post issue paid up capital of the company (face value) shall not be more than Rs. 25 crore. (h) The issuer shall mandatorily facilitate trading in demat securities. (i) The issuer should not been referred to Board for Industrial and Financial Reconstruction. (j) No petition for winding up is admitted by a court or a liquidator has not been appointed of competent jurisdiction against the Company (k) No material regulatory or disciplinary action should have been taken by any stock exchange or regulatory (l) authority in the past three years against the issuer The Company should have a website. Issuer shall also comply with all the other requirements as laid down for such an Issue under Chapter XB of SEBI (ICDR) Regulations and subsequent circulars and guidelines issued by SEBI and the Stock Exchange. As per Regulation 106(M)(3) of SEBI (ICDR) Regulations, 2009, the provisions of Regulations 6(1), 6(2), 6(3), Regulation 7, Regulation 8, Regulation 9, Regulation 10, Regulation 25, Regulation 26, Regulation 27 and Sub regulation (1) of Regulation 49 of SEBI (ICDR) Regulations, 2009 shall not apply to this issue. Thus, our Company is eligible for the issue in accordance with regulation 106M (2) and other provisions of chapter XB of the SEBI (ICDR) Regulations as the post issue face value capital exceeds Rs.1,000 lakhs but does not exceed Rs.2,500 lakhs. Company also complies with the eligibility conditions laid by the EMERGE Platform of NSE for listing of our Equity Shares. 193

235 2.4 Types of Public Issues Fixed Price Issues and Book Built Issues In accordance with the provisions of the SEBI (ICDR) Regulations, an Issue can either determine the Issue Price through the Book Building Process ("Book Built Issue") or undertake a Fixed Price Issue ("Fixed Price Issue"). An Issue may mention Floor Price or Price Band in the RHP (in case of a Book Built Issue) and a Price or Price Band in the Draft Red Herring Prospectus (in case of a Fixed Price Issue) and determine the price at a later date before registering the Prospectus with the RoC. The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issue shall announce the Price or the Floor Price or the Price Band through advertisement in all newspapers in which the pre-issue advertisement was given at least five (5) Working Days before the Bid/ Issue Opening Date, in case of an IPO and at least one (1) Working Day before the Bid/ Issue Opening Date, in case of an FPO. The Floor Price or the Issue price cannot be lesser than the face value of the securities. Bidders/ Applicants should refer to the RHP/ Prospectus or Issue advertisements to check whether the Issue is a Book Built Issue or a Fixed Price Issue. 2.5 Issue Period The Issue may be kept open for a minimum of three (3) Working Days (for all category of Bidders/ Applicants) and not more than ten (10) Working Days. Bidders/ Applicants are advised to refer to the Bid-cum-Application Form and Abridged Prospectus or RHP/ Prospectus for details of the Bid/ Issue Period. Details of Bid/ Issue Period are also available on the website of Stock Exchange(s). 2.6 Migration to Main Board (a) SME Issuer may migrate to the Main Board of SE from the SME Exchange at a later date subject to the following: Paid up Capital of the Company is likely to increase above Rs.25 crores by virtue of any further issue of capital by way of rights, preferential issue, bonus issue etc. (which has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders other than the Promoter in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal and for which the company has obtained in-principal approval from the main board), the Company shall apply to SE for listing of its shares on its Main Board subject to the fulfillment of the eligibility criteria for listing of specified securities laid down by the Main Board. OR (b) If the Paid up Capital of the company is more than 10 crores but below Rs.25 crores, the Company may still apply for migration to the main board if the same has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders other than the Promoter in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal. 194

236 2.7 Flowchart of Timelines A flow chart of process flow in Fixed Price and Book Built Issues is as follows: SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN OFFER Each Bidder/ Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain categories of Bidders/ Applicants, such as NRIs, FII s, FPIs and FVCIs may not be allowed to Bid/ Apply in the Issue or to hold Equity Shares, in excess of certain limits specified under applicable law. Bidders/ Applicants are requested to refer to the RHP/ Prospectus for more details. Subject to the above, an illustrative list of Bidders/ Applicants is as follows: Indian national s resident in India who are competent to contract under the Indian Contract Act, 1872, in single or joint names (not more than three); Bids/ Applications belonging to an account for the benefit of a minor (under guardianship); Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/ Applicant should specify that the Bid is being made in the name of the HUF in the Bid-cum-Application Form/ Application Form as follows: "Name of sole or first Bidder/ Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta". Bids/Applications by HUFs may be considered at par with Bids/ Applications 195

237 from individuals; Companies and corporate bodies registered under applicable law in India and authorised to invest in equity shares; QIBs; NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law; Indian financial institutions, regional rural banks, co-operative banks (subject to RBI regulations and the SEBI (ICDR) Regulations and other laws, as applicable); FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual, bidding under the QIBs category; Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under the Non Institutional Investors (NIIs) category; FPIs other than Category III foreign portfolio investors bidding under the QIBs category; FPIs which are Category III foreign portfolio investors, bidding under the NIIs category; Trusts/ societies registered under the Societies Registration Act, 1860, or under any other law relating to trusts/ societies and who are authorised under their respective constitutions to hold and invest in equity shares; Limited liability partnerships registered under the Limited Liability Partnership Act, 2008; and Any other person eligible to Bid/ Apply in the Issue, under the laws, rules, regulations, guidelines and policies applicable to them and under Indian laws. As per the existing regulations, OCBs are not allowed to participate in an Issue. SECTION 4: APPLYING IN THE ISSUE Book Built Issue: Bidders should only use the specified Bid-cum-Application Form either bearing the stamp of a member of the Syndicate or bearing a stamp of the Registered Broker or stamp of SCSBs as available or downloaded from the websites of the Stock Exchanges. Bid-cum-Application Forms are available with the members of the Syndicate, Registered Brokers, Designated branches of the SCSBs and at the registered office of the Issue. Electronic Bid-cum-Application Forms will be available on the websites of the Stock Exchanges at least one (1) day prior to the Bid/ Issue Opening Date. For further details regarding availability of Bid-cum-Application Forms, Bidders may refer to the RHP/ Prospectus. Fixed Price Issue: Applicants should only use the specified Bid-cum-Application Form either bearing the stamp of Collection Bank(s) or SCSBs as available or downloaded from the websites of the Stock Exchanges. Bid-cum- Application Forms are available with the branches of Collection Banks or Designated Branches of the SCSBs and at the registered office of the Issue. For further details regarding availability of Bid-cum-Application Forms, Applicants may refer to the Prospectus. Bidders/ Applicants should ensure that they apply in the appropriate category. The prescribed color of the Bid-cum- Application Form for various categories of Bidders/ Applicants is as follows: Category Resident Indians and Eligible NRIs applying on a non-repatriation basis Eligible NRIs, FIIs, FPIs, QFIs or FVCIs, registered Multilateral and Bilateral Development Financial Institutions applying on a repatriation basis * Excluding electronic Bid-cum-Application Form Colour of Bid-cum- Application Form * White Blue Securities Issued in an IPO can only be in dematerialized form in compliance with Section 29 of the Companies Act, Bidders/ Applicants will not have the option of getting the allotment of specified securities in physical form. However, they may get the specified securities rematerialised subsequent to allotment. 4.1 INSTRUCTIONS FOR FILING THE BID-CUM-APPLICATION FORM/APPLICATION FORM Bidders may note that forms not filled completely or correctly as per instructions provided in this GID, the DRHP 196

238 and the Bid-cum-Application Form/ Application Form are liable to be rejected. Instructions to fill each field of the Bid-cum-Application Form can be found on the reverse side of the Bid-cum- Application Form. Specific instructions for filling various fields of the Resident Bid-cum-Application Form and Non-Resident Bid-cum-Application Form and samples are provided below. The samples of the Bid-cum-Application Form for resident Bidders and the Bid-cum-Application Form for nonresident Bidders are reproduced below: 197

239 R- Bid-cum-Application Form 198

240 4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/ FIRST BIDDER/ APPLICANT (a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as the name in which the Depository Account is held. (b) Mandatory Fields: Bidders/ Applicants should note that the name and address fields are compulsory and e- mail and/ or telephone number/mobile number fields are optional. Bidders/ Applicants should note that the contact details mentioned in the Bid-cum-Application Form/ Application Form may be used to dispatch communications (including refund orders and letters notifying the unblocking of the bank accounts of ASBA Bidders/ Applicants) in case the communication sent to the address available with the Depositories are returned undelivered or are not available. The contact details provided in the Bid-cum-Application Form may be used by the Issue, the members of the Syndicate, the Registered Broker and the Registrar to the Issue only for correspondence(s) related to an Issue and for no other purposes. (c) (d) Joint Bids/ Applications: In the case of joint Bids/ applications, the Bids/ applications should be made in the name of the Bidder/ Applicant whose name appears first in the Depository account. The name so entered should be the same as it appears in the Depository records. The signature of only such first Bidder/ Applicant would be required in the Bid-cum-Application Form/ Application Form and such first Bidder/ Applicant would be deemed to have signed on behalf of the joint holders All payments may be made out in favor of the Bidder/ Applicant whose name appears in the Bid-cum-Application Form/ Application Form or the Revision Form and all communications may be addressed to such Bidder/ Applicant and may be dispatched to his or her address as per the Demographic Details received from the Depositories. Impersonation: Attention of the Bidders/ Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: "Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447." The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a term which shall not be less than six (6) months extending up to ten (10) years (provided that where the fraud involves public interest, such term shall not be less than three (3) years) and fine of an amount not less than the amount involved in the fraud, extending up to three (3) times of such amount. (e) Nomination Facility to Bidder/ Applicant: Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, In case of allotment of the Equity Shares in dematerialized form, there is no need to make a separate nomination as the nomination registered with the Depository may prevail. For changing nominations, the Bidders/ Applicants should inform their respective DP FIELD NUMBER 2: PAN NUMBER OF SOLE/FIRST BIDDER/APPLICANT (a) (b) PAN (of the sole/ first Bidder/ Applicant) provided in the Bid-cum-Application Form/ Application Form should be exactly the same as the PAN of the person(s) in whose name the relevant beneficiary account is held as per the Depositories records. PAN is the sole identification number for participants transacting in the securities market irrespective of the amount of transaction except for Bids/ Applications on behalf of the Central or State Government, Bids/ 199

241 (c) (d) (e) Applications by officials appointed by the courts and Bids/ Applications by Bidders/ Applicants residing in Sikkim ("PAN Exempted Bidders/ Applicants"). Consequently, all Bidders/ Applicants, other than the PAN Exempted Bidders/ Applicants, are required to disclose their PAN in the Bid-cum-Application Form/ Application Form, irrespective of the Bid/ Application Amount. A Bid-cum-Application Form/ Application Form without PAN, except in case of Exempted Bidders/ Applicants, is liable to be rejected. Bids/ Applications by the Bidders/ Applicants whose PAN is not available as per the Demographic Details available in their Depository records, are liable to be rejected. The exemption for the PAN Exempted Bidders/ Applicants is subject to (a) the Demographic Details received from the respective Depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in "active status"; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. Bid-cum-Application Forms/ Application Forms which provide the General Index Registration (GIR) Number instead of PAN may be rejected. Bids/ Applications by Bidders whose demat accounts have been suspended for credit are liable to be rejected pursuant to the circular issued by SEBI on July 29, 2010, bearing number CIR/MRD/DP/22/2010. Such accounts are classified as "Inactive demat accounts" and demographic details are not provided by depositories FIELD NUMBER 3: BIDDERS/ APPLICANTS DEPOSITORY ACCOUNT DETAILS (a) (b) (c) (d) Bidders/ Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid-cum- Application Form/ Application Form. The DP ID and Client ID provided in the Bid-cum-Application Form/ Application Form should match with the DP ID and Client ID available in the Depository database, otherwise, the Bid-cum-Application Form/Application Form is liable to be rejected. Bidders/ Applicants should ensure that the beneficiary account provided in the Bid-cum-Application Form/Application Form is active. Bidders/ Applicants should note that on the basis of DP ID and Client ID as provided in the Bid-cum- Application Form/ Application Form, the Bidder/ Applicant may be deemed to have authorized the Depositories to provide to the Registrar to the Issue, any requested Demographic Details of the Bidder/ Applicant as available on the records of the depositories. These Demographic Details may be used, among other things, for giving refunds and allocation advice (including through physical refund warrants, direct credit, NECS, NEFT and RTGS), or unblocking of ASBA Account or for other correspondence(s) related to an Issue. Please note that refunds on account of our Company not receiving the minimum subscription of 90% of the Issue, shall be credited only to the bank account from which the Bid Amount was remitted to the Escrow Bank. Bidders/ Applicants are, advised to update any changes to their Demographic Details as available in the records of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the Demographic Details would be at the Bidders/Applicants sole risk FIELD NUMBER 4: BID OPTIONS (a) (b) (c) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be disclosed in the DRHP by the Issuer. The Issuer is required to announce the Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) by way of an advertisement in at least one English, one Hindi and one regional newspaper, with wide circulation, at least five Working Days before Bid/Issue Opening Date in case of an IPO, and at least one Working Day before Bid/Issue Opening Date in case of an FPO. The Bidders may Bid at or above Floor Price or within the Price Band for IPOs undertaken through the Book Building Process. Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders can Bid at the Cut off Price indicating their agreement to Bid for and purchase the Equity Shares at the Issue Price as determined at the end of the Book Building Process. Bidding at the Cut-off Price is prohibited for QIBs and NIIs and such Bids from QIBs and NIIs may be rejected. Minimum Bid Value and Bid Lot: The Issuer in consultation with the BRLMS may decide the minimum number of Equity Shares for each Bid to ensure that the minimum Bid value is within the range of above Rs.1,00,000. The minimum Bid Lot is accordingly determined by an Issuer on basis of such minimum Bid value. 200

242 (d) Allotment: The Allotment of specified securities to each RII shall not be less than the minimum Bid Lot, subject to availability of shares in the RII category, and the remaining available shares, if any, shall be Allotted on a proportionate basis. For details of the Bid Lot, Bidders may to the Draft Red Herring Prospectusor the advertisement regarding the Price Band published by the Issuer Maximum and Minimum Bid Size (a) For Retail Individual Bidder The Bid must be for a minimum of [ ] Equity Shares. As the Bid Price payable by the Retail Individual Bidders cannot exceed Rs.2,00,000, they can make Bid for only minimum size i.e. for [ ] Equity Shares. (b) For Other Bidders (Non-Institutional Bidders and QIBs): i. The Bid must be for a minimum of such number of Equity Shares such that the Bid Amount exceeds Rs.200,000 and in multiples of [ ] Equity Shares thereafter. A Bid cannot be submitted for more than the Issue Size. However, the maximum Bid by a QIB investor should not exceed the investment limits prescribed for them by applicable laws. Under existing SEBI Regulations, a QIB cannot withdraw its Bid after the Issue Closing Date and is required to pay 100% QIB Margin upon submission of Bid. In case of revision in Bids, the Non Institutional Bidders, who are individuals, have to ensure that the Bid Amount is greater than Rs.2,00,000 for being considered for allocation in the Non Institutional Portion. Bidders are advised to ensure that any single Bid-cum-Application from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in the RHP/Prospectus. ii. In case the Bid Amount reduces to Rs.200,000 or less due to a revision of the Price Band, Bids by the Non- Institutional Bidders who are eligible for allocation in the Retail Category would be considered for allocation under the Retail Category. iii. The price and quantity options submitted by the Bidder in the Bid-cum-Application Form may be treated as optional bids from the Bidder and may not be cumulated. After determination of the Issue Price, the number of Equity Shares Bid for by a Bidder at or above the Issue Price may be considered for allotment and the rest of the Bid(s), irrespective of the Bid Amount may automatically become invalid. This is not applicable in case of FPOs undertaken through Alternate Book Building Process Multiple Bids (a) (b) Bidder should submit only one Bid-cum-Application Form. Bidder shall have the option to make a maximum of Bids at three different price levels in the Bid-cum-Application Form and such options are not considered as multiple Bids. Submission of a second Bid-cum-Application Form to either the same or to another member of the Syndicate, SCSB or Registered Broker and duplicate copies of Bid-cum-Application Forms bearing the same application number shall be treated as multiple Bids and are liable to be rejected. Bidders are requested to note the following procedures may be followed by the Registrar to the Issue to detect multiple Bids: i. All Bids may be checked for common PAN as per the records of the Depository. For Bidders other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN may be treated as multiple Bids by a Bidder and may be rejected. ii. For Bids from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Bids on behalf of the PAN Exempted Bidders, the Bid-cum-Application Forms may be checked for common DP ID and Client ID. Such Bids which have the same DP ID and Client ID may be treated as multiple Bids and are liable to be rejected. (c) The following Bids may not be treated as multiple Bids: i. Bids by Reserved Categories Bidding in their respective Reservation Portion as well as bids made by them in the Issue portion in public category. 201

243 ii. iii. Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual Fund provided that the Bids clearly indicate the scheme for which the Bid has been made. Bids by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts) submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs FIELD NUMBER 5: CATEGORY OF BIDDERS (a) (b) (c) The categories of Bidders identified as per the SEBI (ICDR) Regulations, 2009 for the purpose of Bidding, allocation and allotment in the Issue are RIIs, NIIs and QIBs. An Issuer can make reservation for certain categories of Bidders as permitted under the SEBI (ICDR) Regulations, For details of any reservations made in the Issue, Bidders may refer to the RHP. The SEBI (ICDR) Regulations, 2009, specify the allocation or allotment that may be made to various categories of Bidders in an Issue depending upon compliance with the eligibility conditions. Details pertaining to allocation are disclosed on reverse side of the Revision Form. For Issue specific details in relation to allocation Bidder may refer to the DRHP FIELD NUMBER 6: INVESTOR STATUS (a) (b) (c) (d) Each Bidder should check whether it is eligible to apply under applicable law and ensure that any prospective allotment to it in the Issue is in compliance with the investment restrictions under applicable law. Certain categories of Bidder, such as NRIs, FPIs and FVCIs may not be allowed to Bid/apply in the Issue or hold Equity Shares exceeding certain limits specified under applicable law. Bidders are requested to refer to the Draft Red Herring Prospectusfor more details. Bidders should check whether they are eligible to apply on non-repatriation basis or repatriation basis and should accordingly provide the investor status. Details regarding investor status are different in the Resident Bid-cum-Application Form and Non-Resident Bid-cum-Application Form. Bidders should ensure that their investor status is updated in the Depository records FIELD 7: PAYMENT DETAILS (a) (b) (c) (d) (e) The full Bid Amount (net of any Discount, as applicable) shall be blocked in the ASBA Account based on the authorisation provided in the ASBA Form. If discount is applicable in the Issue, the RIIs should indicate the full Bid Amount in the Bid-cum-Application Form and the funds shall be blocked for the Bid Amount net of Discount. Only in cases where the DRHP indicates that part payment may be made, such an option can be exercised by the Bidder. In case of Bidders specifying more than one Bid Option in the Bid-cum- Application Form, the total Bid Amount may be calculated for the highest of three options at net price, i.e. Bid price less Discount offered, if any. Bid Amount cannot be paid in cash, through money order or through postal order or through stock invest. Bidders who Bid at Cut-off Price shall DEPOSIT the Bid Amount based on the Cap Price. All Bidders can participate in the Issue only through the ASBA mechanism. Please note that, providing bank account details in the space provided in the Bid-cum-Application Form is mandatory and Applications that do not contain such details are liable to be rejected Payment instructions for Bidders a) Bidders may submit the ASBA Form either i. in electronic mode through the internet banking facility offered by an SCSB authorizing blocking of funds that are available in the ASBA account specified in the Bid-cum-Application Form, or ii. in physical mode to any Designated Intermediary. b) Bidders must specify the Bank Account number in the Bid-cum-Application Form. The Bid-cum- Application Form submitted by Bidder and which is accompanied by cash, demand draft, money order, postal order or any mode of payment other than blocked amounts in the ASBA Account maintained with an SCSB, will not be accepted. c) Bidders should ensure that the Bid-cum-Application Form is also signed by the ASBA Account holder(s) if 202

244 the Bidder is not the ASBA Account holder. d) Bidders shall note that for the purpose of blocking funds under ASBA facility clearly demarcated funds shall be available in the account. e) From one ASBA Account, a maximum of five Bid-cum-Application Forms can be submitted. f) Bidders should submit the Bid-cum-Application Form only at the Bidding Centre i.e to the respective member of the Syndicate at the Specified Locations, the SCSBs, the Registered Broker at the Broker Centres, the RTA at the Designated RTA Locations or CDP at the Designated CDP Locations g) Bidders bidding through a Designated Intermediary, other than a SCSB, should note that ASBA Forms submitted to such Designated Intermediary may not be accepted, if the SCSB where the ASBA Account, as specified in the Bid-cum-Application Form, is maintained has not named at least one branch at that location for such Designated Intermediary, to deposit ASBA Forms. h) Bidders bidding directly through the SCSBs should ensure that the ASBA Form is submitted to a Designated Branch of a SCSB where the ASBA Account is maintained. i) Upon receipt of the ASBA Form, the Designated Branch of the SCSB may verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the Bid-cum-Application Form. j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent to the Bid Amount mentioned in the ASBA Form and for application directly submitted to SCSB by investor, may enter each Bid option into the electronic bidding system as a separate Bid. k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB may not accept such Bids and such bids are liable to be rejected. l) Upon submission of a completed ASBA Form each Bidder may be deemed to have agreed to block the entire Bid Amount and authorized the Designated Branch of the SCSB to block the Bid Amount specified in the ASBA Form in the ASBA Account maintained with the SCSBs m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until withdrawal or failure of the Issue, or until withdrawal or rejection of the Bid, as the case may be. n) SCSBs bidding in the Issue must apply through an Account maintained with any other SCSB; else their Bids are liable to be rejected. Unblocking of ASBA Account (a) (b) (c) (d) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue may provide the following details to the controlling branches of each SCSB, along with instructions to unblock the relevant bank accounts and for successful Bids transfer the requisite money to the Public Issue Account designated for this purpose, within the specified timelines: (i) the number of Equity Shares to be Allotted against each Bid, (ii) the amount to be transferred from the relevant bank account to the Public Issue Account, for each Bid, (iii) the date by which funds referred to in (ii) above may be transferred to the Public Issue Account, and (iv) details of rejected Bids, if any, to enable the SCSBs to unblock the respective bank accounts. On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the requisite amount against each successful Bidder to the Public Issue Account and may unblock the excess amount, if any, in the ASBA Account. In the event of withdrawal or rejection of the ASBA Form and for unsuccessful Bids, the Registrar to the Issue may give instructions to the SCSB to unblock the Bid Amount in the relevant ASBA Account within six (6) Working Days of the Bid/Issue Closing Date. In the event of withdrawal or rejection of the Bid-cum-Application Form and for unsuccessful Bidders, the Registrar to the Issue may give instructions to the SCSB to unblock the Bid Amount in the relevant ASBA Account within six (6) Working Days of the Bid/Issue Closing Date Discount (if applicable) (a) (b) The Discount is stated in absolute rupee terms. Bidders applying under RII category, Retail Individual Shareholder and employees are only eligible for discount. For Discounts offered in the Issue, Bidders may refer to the RHP/Prospectus. 203

245 (c) The Bidders entitled to the applicable Discount in the Issue may make payment for an amount i.e. the Bid Amount less Discount (if applicable). Bidder may note that in case the net payment (post Discount) is more than two lakh Rupees, the bidding system automatically considers such Bids for allocation under Non-Institutional Category. These Bids are neither eligible for Discount nor fall under RII category Additional Payment Instructions for NRIs The Non-Resident Indians who intend to block funds through Non-Resident Ordinary (NRO) accounts shall use the form meant for Resident Indians (non-repatriation basis). In the case of Bids by NRIs applying on a repatriation basis, payment shall not be accepted out of NRO Account FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS (a) (b) (c) (d) Only the First Bidder is required to sign the Bid-cum-Application Form. Bidders should ensure that signatures are in one of the languages specified in the Eighth Schedule to the Constitution of India. If the ASBA Account is held by a person or persons other than the Bidder., then the Signature of the ASBA Account holder(s) is also required. In relation to the Bids, signature has to be correctly affixed in the authorization/undertaking box in the Bidcum-Application Form, or an authorisation has to be provided to the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid/ amount mentioned in the Bid-cum-Application Form. Bidders must note that Bid-cum-Application Form without signature of Bidder and /or ASBA Account holder is liable to be rejected ACKNOWLEDGEMENT AND FUTURE COMMUNICATION (a) (b) Bidders should ensure that they receive the acknowledgment duly signed and stamped by Bid Collecting Intermediary or SCSB, as applicable, for submission of the Bid-cum-Application Form. All communications in connection with Bid made in the Issue should be addressed as under: i. In case of queries related to Allotment, non-receipt of Allotment Advice, credit of allotted equity shares, the Bidders should contact the Registrar to the Issue. ii. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the Bidders should contact the relevant Designated Branch of the SCSB. iii. Bidders may contact the Company Secretary and Compliance Officer or BRLMS in case of any other complaints in relation to the Issue. iv. In case of queries relating to uploading of Bids by a Syndicate Member, the Bidders should contact the relevant Syndicate Member. v. In case of queries relating to uploading of Bids by a Registered Broker, the Bidders should contact the relevant Registered Broker vi. In case of Bids submitted to the RTA, the Bidders should contact the relevant RTA. vii. In case of Bids submitted to the DP, the Bidders should contact the relevant DP. (c) The following details (as applicable) should be quoted while making any queries: i. Full name of the sole or First Bidder, Bid-cum-Application Form number, Bidder DP ID, Client ID, PAN, number of Equity Shares applied for, amount paid on Bid. ii. name and address of the Designated Intermediary, where the Bid was submitted; or For further details, Bidder may refer to the Draft Red Herring Prospectusand the Bid-cum-Application Form. 4.2 INSTRUCTIONS FOR FILING THE REVISION FORM 204

246 (a) (b) (c) (d) During the Bid/Issue Period, any Bidder (other than QIBs and NIIs, who can only revise their Bid amount upwards) who has registered his or her interest in the Equity Shares for a particular number of shares is free to revise number of shares applied using revision forms available separately. RII may revise / withdraw their Bid till closure of the Bid/Issue period. Revisions can be made only in the desired number of Equity Shares by using the Revision Form. The Bidder can make this revision any number of times during the Bid/Issue Period. However, for any revision(s) in the Bid, the Bidders will have to use the services of the SCSB through which such Bidder had placed the original Bid. A sample Revision form is reproduced below: Other than instructions already highlighted at paragraph 4.1 above, point wise instructions regarding filling up various fields of the Revision Form are provided below: 205

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